Omniverse Underground
by GammaTron
Summary: He killed them all...she lost to a maniac...both are poor lost souls. Fortunately, the Continuum Shift seems to think them still useful. Given a second chance in a new world, the two will aid in a rebellion against a tyrannical dictator and return the throne to its rightful heirs.
1. The Start

**Underground Omniverse**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series.  
**

* * *

**My fault…**

Thunder rumbled as he ran.

**My fault…**

The cold rain did nothing to deter his run, his chocolate-brown hair and soaked clothing sticking to his peach skin.

**I did it…**

He screamed as he tripped on a tree root, tumbling down a small hill at the end.

**All my fault…**

He ended up on his face at the bottom, mud splashing on him upon impact.

**I killed them…**

He pushed himself up to his knees and cried out in agony. Thunder rumbled as lightning flashed. He collapsed, sobbing into his hands, as it all came to an end.

**I killed them all.**

* * *

**I'm dying…**

Shaky breaths filled and choked her.

"So much for girl power…eh, Lieutenant?"

**I'm really dying…**

Her hair, clothing, and tail were caked in her spilling blood, a blade wound visible in various places of her figure.

"I think we've all learned a valuable lesson about not sticking our pert little noses where they don't belong."

**Damn you…**

"Now, what say you go on an acorn bender, or do _whatever_ it is you Beastkin do…"

Her eyes began to close, her vision becoming blurry. Yet she could still see him. The green-hair…the black suit…His insane grin.

**Damn you to hell, Hazama.**

* * *

War has ravaged the land. Two opposing forces, one fighting for freedom while the other fights for complete control. For sixteen years, the warlord Ivo Robotnik, formerly Ovi Julian Kintobor, has ruled the planet Mobius with pollution of the air, land, and sea. Abducting the populace of the planet, he has been converting them into beings known as 'Robians' with his Roboticizer. His militia was comprised primarily of robots of various designs with his two top henchmen being flesh and blood known as 'Sleet' and 'Dingo.'

The opposition to this hostile dictator is the Freedom Fighters; a covert operations unit created by one Charles the Hedgehog a week before Robotnik's takeover as requested by the ruler and his sister, Queen Aleena the Hedgehog. The Freedom Fighters were designed to do five things; assault Robotnik's forces, destroy bases, build up ranks, rescue captives, and-the most important of them all-defeat Robotnik.

Sadly, twelve years after the Robotnik Takeover, Charles the Hedgehog, along with Thief Master Ferrell-a provider of stolen supplies to the Freedom Fighters in trade of helping his Thieves Guild be educated for lives outside of thieving once the rebellion won out-, and Lady Winnemier-a double agent that provided funds to the Freedom Fighters- were captured and Roboticized by an invention created by Charles to cure injuries that resulted in amputation before being reprogrammed by Robotnik into a machine that stripped away the free will of any that it was used upon.

Fortunately, the rebellion was still in progress being run by three special hedgehogs; the children of the Queen. The eldest was a blue hedgehog with red and white running shoes and known as Sonic the Hedgehog, the fastest hedgehog alive, who was raised by two mouse Mobians before their capture and then raised by Charles himself. The middle child, and the only female of the trio, was magenta and wore only the latest in travel and combat fashion while keeping up the teachings of Lady Winnemier. The youngest, and actually the more ingenious of the trio, was a green hedgehog known for his spiky wild hair, red open vest, yellow fanny pack, and thieving skills that truly surpassed even the great Ferrell's skills, Manic the Hedgehog.

The three were part of a sacred prophecy, one foretold by a strange mage known as the 'Oracle of Delphius,' that they would one day, along with their mother, succeed in defeating Robotnik. However, Aleena had to do the one thing no mother would ever wish to do; separate her three children upon birth and gave them to those she believed would best aide their growth into fine Freedom Fighters. She also left them sacred object holding one of the greatest forms of power: Harmonic Weaponry.

Legends speak of the creation of the three Harmonic Weapons, crafted upon six different meanings. Generosity, Honesty, Kindness, Laughter, Loyalty, and Magic. The six meanings were split between the three Harmonic Weapons. Laughter and Loyalty were made to forge the Drums of Unity, capable of controlling the land itself with its beats or give the user a suit of armor. The Keyboard of Duty, forged from Generosity and Honesty, is capable of changing into wings for flight and a sound-based blaster. The Guitar of Destiny was forged from the power of Kindness and Magic, acting as the very center of the three Harmonic Weapons and capable of unleashing bursts of power from its top. Many say that it was a gift from the goddesses of sun and moon for giving aide in their time of need. Others say they were forged from Alchemy and the souls that strongly suited the six meanings. Only two were recorded saying that the three pieces were made by a tremendous beast of death, agony, revenge, and total destruction with an indescribable form and just that it had multiple heads on long necks.

Recent battles have shown greater dangers for the three siblings. It appeared to them that their weapons and skills would not be enough to take on the opposition. It was apparent when a broken Chaos Emerald almost caused the entire world to be destroyed and their weapons were ineffective against its rampage upon possessing a Mobian.

* * *

It was a mere two weeks after the battle when Sonic, resting in his bed, was dreaming. He stood within a strange realm, the hedgehog unaware of where he was. It was…chaotic, to admit. It was a strange shade of azure at times before flashing into a sickly venom/emerald green for just an instant. Inscribed upon a door floating before him were four simple words.

"Um… 'Help me! Professor…Ko-ko-no-ay?'" Sonic read, having to sound out the last part.

_ "Very well. Lost child of the day…you may enter!"_ a voice called out from the other side of the door.

It opened up, revealing not more of the strange realm, but a dirtied laboratory of sorts. Sonic slowly walked through the gate and it slammed shut behind him, causing the hedgehog to flinch and look back in shock.

"Hey, I told you to get in here!" the voice snapped.

Sonic gulped before continuing deeper into the lab. It was there he met a fairly young adult catgirl with a slim build. Her eyes were a golden-amber with visible bags under them, due to working overtime in the lab they were in most likely in Sonic's guessing. She had pink hair which she kept tied in a specialized style consisting of a long ponytail backing up longer tufts resembling large cat ears which tended to overshadow her actual animal-like ears-the hedgehog barely seeing them-, which faded into white at the tip. Her attire consisted of an altered, scientist version of the usual Kaka jacket with a white coloration. How Sonic knew that, he'd never figure out. A hole at the lower base provided room for her twin, cat-like tails. She also wore a pair of small spectacles, and held a blue lollipop in her left hand.

The over-sized sleeves were cut at the sides to make it easier for her arms to slide in and out of them. She wore a pair of red capri pants with a black belt adorned by a large cat bell. The attire was completed with a pair of white mules with heels similar to the boots the Kaka Clan wore, but with no vamp, allowing her to take them off almost reflexively.

"Now this is interesting. I was expecting Makoto Nanaya, but got a blue anthromorphic Hedgehog, instead," the catgirl noted.

"Uh…Where are we?" Sonic asked, "And who are you?"

"Didn't you hear what I said earlier?-!" the catgirl demanded, a tick mark appearing on her head, "You're making me say it again?! Son of a…!" she paused to sigh in annoyance, "Mysterious room, sad little lost children, Avalon, nutbars, flowchart, piss off."

"All I heard was 'Very well. Lost child of the day…you may enter,'" Sonic replied with a shrug.

"Son of a bitch! The damn door's too think to hear the beginning part of it then?! No wonder those idiots never heard me earlier!" the catgirl growled before adjusting her glasses, "Well…"

"Sonic the Hedgehog."

"Nice name. You probably got that name because you can run at supersonic speeds," the catgirl noted.

"Wow. You're right on that," Sonic pointed out.

"Now let's see here…'Sonic the Hedgehog,'" the catgirl began to press something on her clipboard, "Hm? Oh! So you're a prince from Mobius. Your soul must have been in deep need of help then if you came here."

"Huh? Look, lady, can I just get your name and where we are? Because I'll just le…"

"No."

"What?"

"You can't leave this place until you hear my excellent advice. Kinda creepy once you think about it," the catgirl informed.

"…You're that 'Co-co-no-hey' that the sign said, aren't you?"

"It's 'Kokonoe,' but yeah. You got that right," the catgirl adjusted her glasses, "Now then, seems you just recently saved your world from a broken Chaos Emerald that possessed Dingo, am I right?"

"Uh…Well…yeah? How'd you know that?"

"Oh, I'm a goddess while we're here, so you can't keep a secret from me," Kokonoe replied with a cat-like smirk before resuming looking at her clipboard, "Now let's see here…Your siblings are Sonia and Manic with Sonia being the middle child of the triplets. It seems you'll be enduring some deep shit later that you three alone won't be able to handle."

"What are you talking about? My sibs and I can take on anything!" Sonic growled.

"Except Robotropolis at your current levels of strength. You haven't even awoken the true potential of your Ars Magus, or 'Skill Formula,' even! I mean, they're still only at twenty percent. What kind of damn idiots are you three?!" Kokonoe demanded.

"Hey…!" Sonic scowled.

"Whatever. Anyways, just listen to my advice for you," Kokonoe informed as she showed Sonic the clipboard, revealing a map, "Follow this map to the 'X.' There, you'll find two poor lost souls that will aid you in the war against Robotnik _if_ you're able to help them find a way to heal their poor lost souls."

She pulled the map off and shoved it into Sonic's hands. Sonic looked at it for a moment before putting it into his head quills.

"My head just hurts right now, so I'm leaving, okay?" Sonic sighed.

"Okay then. Oh, and Sonic?" the hedgehog turned to Kokonoe once more, "I hope you find that special girl you've always wanted."

Sonic blushed at that. He quickly ran out as Kokonoe began to laugh at his embarrassment. She eventually ended her laughter once Sonic slammed the door shut. She turned to a large figure in the shadows.

"Tager."

"Yes, Kokonoe?"

"Makoto's not showing up," Kokonoe informed.

"Really now?"

"Call it a gut feeling. Better start getting things a look-over…Damn it, Tits McGee. I even had a Bust Chart set up for explaining yourself for that shelf of yours…"

* * *

Sonic cracked an eye open and yawned. His eyes shot open all the way when he found a scroll in his left hand. He unrolled it and gawked in shock. It was the map that cat lady, Coconut-Hay, gave him (With Kokonoe, she began to rant about her name being misspoke as Tager moved slowly away from her so as not to be pulled into it). He rolled the scroll back up and clenched his free hand into a fist, adopting a determined expression. He pulled on a lever and the bed he was on shifted into a driver's seat. He turned the keys and turned on the motor. He proceeded to start driving, paying close attention to the map. It was strange. It was starting where he had parked the place for the night. Was that Caw-Caw-Norway (Kokonoe Note: Damn you, you blue rat! Tager Note: *hiding behind a brick wall with me*) a goddess or something?

* * *

"Sonic the Hedgehog!" the blue hedgehog flinched in the driver's seat as he sister stomped up to him, "Why is it that we are not in a city that we just got into?"

"I think he's obsessed with treasure," Manic pointed out to the map on the dashboard.

"A map? Really? Sonic, I swear if I get an ounce of mud on me because of this, I'll…" Sonia began.

"Shh," Sonic hushed, the bags under his eyes barely noticeable since he had been driving since three in the morning and it was seven now, "If you'd pay attention to to surroundings, sis. This is a forest."

"A forest? Great. Now I have to deal with sap…" Sonia mumbled.

"…Pancakes?" Manic asked after a moment of silence.

His two older siblings facepalmed. Yes, they both knew Manic was raised by thieves and didn't mind it after a bit of time. But if there was one thing Manic loved more than anything else, something that-from what the other thieves that they met via Manic-he would break an arm or nose for, was maple syrup-coated pancakes. His adopted teacher/father-figure, Ferral, only made them once a month and it was first come-first serve. It explained why he was the one with more combat training than them both put together…and how he knew how to fight large groups to either incapacitate or knock out.

"If you can get the syrup, then we can have p…" Sonic began before Manic held up a bucket filled with maple syrup, "…I fear for your addiction to those things, Manic. I really do."

* * *

"Are you sure this is where they were heading?" a gray and ashen-cobalt-furred coyote with a pale, tainted blue nose, sickly yellow and red eyes, and wearing moderate purple and pale grayish-gold armor with a purple cape connected by a rat's skull stood before a Hulk-sized and muscled, orange-furred dingo with a pair of tiny moderate violet glasses with moderate grayish-gold frames, black tattered fingerless gloves, and deep forest-green Australian shorts.

"That's right, Sleet. I saw their bus head on off into this here direction," the dingo replied.

"Not too bad, Dingo. Maybe that exposure to the broken Chaos Emerald was a good thing," Sleet noted.

Sleet recalled the day after his partner had been changed back from the incident. His head seemed to be a bit more…clear, to the coyote. Still had the stupidity in there, but there was just something…else. He had actually tracked down and captured five Freedom Fighters and thieves in their vents…all from just putting his ear to the floor. It got stranger when he adopted a new accent, 'Australian' as he put it. He smirked as he recalled how their quota had been made just yesterday on capturing Freedom Fighters from just Dingo's new tracking skills.

The two sat down and looked out the window of their flying, scarlet, scorpion-themed hovercraft as a legion of robots 100 strong began to arm themselves with lasers and nets to apprehend their targets. Sleet chuckled as he began to lock his hands together over the lower half of his face.

"I am going to quite like this," Sleet informed, "Today, we finally capture the Sonic Underground."

* * *

"So good…" Manic mumbled happily as the trio walked along a path, Sonic leading with the map.

Sonia rolled her eyes behind her sunglasses and sunhat. Sonic just had to make pancakes. Now Manic's going to be all giddy the rest of the day…unless Robotnik attacked. Then he'd go back to normal in terms of Manic's normalcy. She glanced up ahead at the eldest of the trio. It was almost as if that map was controlling him.

"Sonic? Is everything okay?"

"Yeah," Sonic replied, barely looking up from the map.

"So…what are we looking for exactly?" Sonia asked.

"Something. I don't really know. It's just supposed to be something that shouldn't be in a forest," Sonic waved her off as he looked up, "Duck-shaped hole in-between the trees…Huh. If I didn't know any better, this thing was made just last night…"

"So what are we finding? Is it treasure? Or the motherload of syrup trees?" Manic drooled a bit.

"Apparently, if what that crazy cat-lady goddess or something told me, we're supposed to find 'two poor lost souls,'" Sonic informed, "She also said something about 'Mysterious room, sad little lost children, Avalon, nutbars, flowchart, and piss off.' No clue about it, though. A bit fuzzy still."

The two other hedgehogs slowly looked at each other while Sonic progressed ahead. Sonic continued his walk until he yelped and fell onto his face. The hedgehog slowly got up as his siblings ran over in concern before skidding to a halt. The trio stood before a clearing in the trees expanding for a decent half-mile. In the center of it was a strange structure. The middle of it was made of a scarlet sphere with a window depicting a strange azure-colored energy. At the left and right sides of the dome stood a pair of tube-like pods, both twice the size of Dingo, and colored in the same scheme as the sphere. On them was a pair of clear panel doors, fogged up to hide the items within.

"This is it!" Sonic grinned as he zipped over to it in a blue blur, "Okay, now let's see…How does this thing work?"

"It's simple, really," a voice noted, "We catch you and take this to Robotnik."

The trio barely tensed before three orange tentacles shot out, entangling them. A large, orange octopus emerged from the bushes, Sleet sitting on the top of it. Flying overhead were multiple humanoid mechanical warriors. Each was forged from a strange moderate ruby metal with bits of soft foam-green. Their heads were without mouths, only grate-like masks and a deep scarlet visor. Flying overhead was their flying vehicle. The octopus chuckled before dropping the three hedgehogs into a cage.

"Well, g'day there," the octopus smirked in Dingo's voice.

"Sleet and Dingo!" Sonic growled, attempting to grab the bars of the cage before moving back when they erupted in electricity.

"Ah-ah-ah~," Sleet tsked, "You won't be escaping that. The middle of the floor has been insulted while the bottom of it is electrified, so no chance of you escaping there with your little Spin Dash, Sonic. Plus, if you summon your instruments, our SWATBots will open fire on you three," he turned to a SWATBot that had an atom design on its shoulders, "Science SWATBot, activate it."

The robot nodded before approaching the device. A computer monitor and keyboard emerged from the sphere and the robot proceeded to start typing something down. Steam hissed from the two pods. The panel doors flipped upwards at a one-eighty degree flip. Two figures fell from the containers, one male and one female. They all noted that they were human, though the female had a pair of squirrel ears and a squirrel tail. The boy's attire consisted of a green jacket with a pair of white stripes on the left side of the jacket's front with a '10' in a black circle over the chest part of that side of the jacket, a black shirt, and blue jeans. The girl's outfit was quite revealing in terms of skin. Her black thong was visible with the middle of it being barely hidden by an orange short-short skirt. Her only upper clothing was a strange orange and yellow piece that let the lower half of her breasts be exposed with the upper half hidden completely and connected to a black choker on her neck with black fingerless gloves on her hands. On her legs were a pair of black stockings that went up to just below her thigh and a pair of orange heeled running shoes.

What was truly noticeable about them was that both had bits of blood on them with some of the clothes on the male's body being torn. The teen groaned as he was the first to awaken. He shook his head before holding it a little.

"Huh? Wh…Wha's goin'…?" the teen mumbled before shaking his head, "Ow…"

"You there! Who are you?! I demand a reply at once or be destroyed," Sleet demanded, earning the teen's attention until he spotted the scene of the three hedgehogs and all the robots ready to fire at the caged trio.

"Name's Ben Tennyson. And guess what? It's Hero Time!" the teen smirked.

With that, he pressed a button on his device. The symbol on it rose up and a hologram appeared. He pushed down on the device and a green flash filled the room. It faded to reveal Ben had been replaced by something…something big. It was actually towering over everything in the area. It appeared humanoid, but was primarily white with red. His head had a red blade-like horn on it and green eyes. On his torso was the same symbol the teen had on his device. Manic fell over trying to get a good look at the face of the giant.

**"Way Big!"** the giant declared before looking at his hands and clenched them with a smirk, **"Huh? I was going to go with Rath, but oh well. _This_ is much better."**

Way Big crossed his arms in an 'L' formation. A green light shined at the crossing point. It proceeded to unleash a blast of green energy, slamming into the ground and moved along a path, destroying the SWATBots in its path.

"You gotta be kidding me," Sleet gawked, seeing the army of robots being reduced significantly, before pressing a button on his left wrist before it he and Dingo were beamed onto the vessel, "Retreat!"

Way Big just chuckled as the remaining troops scattered. He looked down at the cage before flicking the top of it, sending the top and the bars flying over the trees. Way Big nodded before the green light flashed and Ben looked over at the three, gawking hedgehogs. It was then he noticed the girl with squirrel ears and tail. He walked over to her and gently shook her shoulder.

"Hey…Up and at 'em…" Ben spoke softly.

The left ear in her hair twitched. The girl slowly got up and Ben blushed. Her orange outfit didn't hide the lower half of her rather large breasts. They were almost as big as her he…Ah! Ben looked up at the murky skies with a blush. The girl yawned as stretched a little, accidentally hitting Ben in the face with her chest. Manic developed a little nosebleed from seeing her breasts jiggle a bit from the stretching until Sonia slapped him on the back of the head. The girl's eyes snapped open, revealing hazel as her eye color, as Ben moved away, blushing harder than before.

"Hazama!-!-!" the girl screamed out in anger before pulling out a pair of tonfa.

The tonfa were strange in design. They were a solid black and shaped like holy crosses. The ends of the 'crosses' ended in spikes while a gold ring was attached over them. Leather straps were on the opposite sides, attached to her wrists.

"Whoa-whoa-whoa-whoa-whoa!" Ben yelped as he ran in front of the livid squirrel girl, "It's okay. Just calm down."

"Who are you? Are you with Hazama?" the girl growled as she entered a fighting stance.

"Uh…" Sonic gawked.

"Who's Haz…?" Ben began before ducking under a swipe from her.

"Go down!" she barked before slamming her other tonfa on the ground, causing a small explosion.

"She's gone nuts!" Manic yelped as the three hedgehogs barely avoided a boulder from the impact.

**CUE: ALEXANDRIA – THEME OF MAKOTO NANAYA**

***THE WHEEL OF FATE IS TURNING – REBEL 1 – ACTION***

Ben quickly activated his device once more. He spun the raised part and the hologram changed until it landed on one. He pressed down and the flash of light appeared. For the others, it was an instant change. But for Ben, he felt time come to a halt around him. His device sunk into his skin as blue fur started to cover him. Two of his fingers on each hand sunk into his hands as the remaining limbs turned black. Two more arms emerged from his body as his feet turned black with three long, finger-like toes. His head reshaped into a simian-like appearance with six green eyes and two green sashes, the symbol on his device on the middle where the two sashes intersected with each other (A/N: think of a fusion of his appearance in Alien Force/Ultimate Alien with the eyes and outfit from Omniverse. I'll be using a blend of the series where they first appeared and in Omniverse).

"Spidermonkey!" the new form declared, chittering.

"A shape shifter? Are you like Arakune? A human that spent too much time in the Boundary?" the girl demanded with a scowl.

"The Boundary? Ooh-ooh. What are you talking about?" Spidermonkey pondered before screeching in fear as he flipped over a jab she sent at him.

"Hold still!" the girl growled as she released a flurry of strikes at the monkey.

"Monkey see, Monkey do!" Spidermonkey chattered as he jumped over her and nailed her in the face with a shot of webbing from his tail, "Spidermonkey just made a fool of you. Ooh-ooh-ooh!"

"Ew!" Sonia stuck her tongue out, "That is gross!"

"Not really? It's fun!" Spidermonkey grinned before pinning the girl to a tree with more webbing before jumping onto the side of the tree and looked at her face upside down, "Now I'll let you go if you just let me talk, okay?"

The girl's eyes narrowed but nodded.

"Okay. I do not know who this 'Hazard' guy is," Spidermonkey informed as he grasped one of the webs and pulled it off, "And why did you try to attack me? Honestly, you save the universe a ton of times and aliens all over want to challenge you all of a sudden…"

"Aliens?" the girl repeated as the webbing over her mouth was removed.

"Aliens?" the three hedgehogs repeated as they walked over.

"…What kind of Beastkin are you three? You look more animal than human," the girl noted once she was freed.

"Says the chick with her bo…" Manic began before Sonia slapped him on the back of the head.

"Can you please cover yourself a little? My brother's a bit of a pervert," Sonia informed.

"What do you mean?" the girl tilted her head.

Spidermonkey chose to look upwards, or downwards since he was looking 'down' at the tree's branches in his position, blushing. He had only just realized what she was wearing since she wanted to pummel him.

"Look, can we just talk for now? I think we're all on the wrong tracks," Spidermonkey informed as he removed the last of the webbing and jumped down, changing back into Ben, "I'm Ben Tennyson."

"…Who now?" Sonic asked.

"…Ben Tennyson? …Ben 10? …Really?! You don't know me? Holder of the Ultimatrix? Guy who's saved the universe dozens of times?" Ben gawked.

"The Universe? Really?" Manic raised a brow in disbelief.

"Ugh…" Ben sighed, "Well? What about you guys?"

"Ahem!" Sonia cleared her throat as she motioned to herself and Makoto.

"Sorry, I was kinda directing it to these two," Ben apologized as he pointed at Sonic and Manic.

"Name's Sonic. Sonic the Hedgehog."

"Name's Manic, dude," Manic greeted with a shake of his hand with Ben's, "You've got a nice watch there."

"It's not a watch, it's the Ultimatrix," Ben frowned.

"Is that what let you turn into that giant and that cool monkey spider?" Manic asked.

"Yes, and they're called 'Way Big' and 'Spidermonkey,'" Ben frowned before looking at the girls, "Name's Ben. A pleasure to meet you both, even though we kinda got off on the wrong foot."

"At least he's formal in some things," Sonia noted before giving a formal curtsy, "My name is Sonia. A pleasure as well."

"My name is Makoto, Nanaya Makoto," the squirrel girl smiled apologetically before tapping her chin in thought as she looked at the three hedgehogs, "Demo…I've never seen Beastkin like you three, though."

"Beastkin? We're called Mobians," Sonic pointed out.

"Guess that means I'm on another planet," Ben noted, _'Not surprising…I wanted to get away from it all and a planet that's never heard of me is as pretty far as it gets.'_

"What?-!" Makoto exclaimed, her ears and tail shooting straight up and going nuts, "B-b-b-but how?-! Our world's spent years, even before the Black Beast, learning about everything we could about space and no world seemed to be capable of holding life!"

"Black Beast?" the other four repeated.

"We're going to be here for a while, aren't we?" Ben sighed.

"Most likely, dude," Manic nodded.

* * *

**"HELP ME! PROFESSOR…KOKONOE?" A Chibi Omake Segment**

**Starring: Professor Kokonoe, Kevin Levin, and Shadow the Hedgehog.**

** A red curtain lifted, revealing something of a dark unlit lab…Said lab being somewhat messy. Then a spotlight sparked to life, revealing a fairly young adult catgirl with a slim body, wearing a large scientist like jacket with abnormally long sleeves that end up looking like paws, with cuts made in them allowing her slender arms to slip through, red pants with two long pink tails with white tips coming from the back, and high-heeled sandals. Her hair was pink, tied in a style consisting of a long ponytail backing up longer tufts resembling large cat ears which tend to overshadow her actual cat ears. Her eyes were a golden-amber with visible bags under them, possibly due to over-working, and she was also wearing glasses. This was none other than Professor Kokonoe of Sector Seven, daughter of two of the Legendary Heroes who did battle with the Black Beast. With a certain elegancy, she began to speak.**

** "Hello lost children. For those who are unaware, namely those who were like 'OH MY GAWD! SONIC THE HEDGEHOG CROSSOVER!' And completely over-looked what it was a crossover with, and have no idea what BlazBlue or Ben 10 even are, I am Professor Kokonoe, lord and master of the Sector Seven laboratory," She paused to push her glasses back into place briefly, and then began to speak again, "…Well, OK, we aren't in the lab at the moment. This place can sort of be temporarily moved into the Boundary. Well, simply put, it's a mysterious room. A mysterious room where you can do anything you want. To be honest, it's a paradise for all those sad, little children who couldn't make it to the true ending. A sort of Avalon. Though not like the one from 'Sonic and the Black Knight.' I mean, really, the idea was good, but the development and implement of how to use its controls sucked. I would have preferred it to be on the XBOX360, myself. Along with a better story line…" She shakes her head, "Anyways, if you're one of those nutbars who's all 'I don't need help,' or 'I want to unlock hidden stuff,' or 'I'll just look for a flowchart online,' then you can piss off."**

** She proceeded to sigh.**

** "Anyway, my job here more or less is to do three things every five chapters, not including this one, so don't worry. I'll be back here on Chapter 5. Now then, those three things. First: Answer common questions that I believe most people are asking. Second: To do a little re-cap of what happened in the past five chapters for you idiots who decide to skip them to get to the good parts in later chapters. And finally, give out supporting information to further your understanding of the terms of BlazBlue and Ben 10," Kokonoe bnproceeded to glare at you, "One thing I would like to make clear now, is that _none_ of the actions in this segment are considered cannon to the story, regardless of how crazy, funny, or even lovey-dovey it is. If I get _one _message asking about if this was cannon or not, I'm castrating the sender of said message with a cattle prod and a rusty knife!"**

** Kokonoe proceeded to sigh once more. It was rather repetitive for her at that point. She began to speak yet again to you, the reader.**

** "Very well. Now that that's out of the way, lost children of the day…you may enter," She ordered, and suddenly the whole lab lit up and Kokonoe took a few steps back.**

** As if on cue, the sound of a metal door sliding open echoed in the area. Kevin and Shadow entered, walking into the middle of the lab.**

** "Wow! This place is pretty hi-tech," Kevin noted as he looked around.**

** "Tch," Shadow snorted as he glared at Kokonoe.**

** "Hey…What're you looking around for? You're making me nervous," Kokonoe informed and earning the attention of the duo.**

** "Huh. Who's this cosplayer?" Kevin pondered.**

** "Did you just _completely_ ignore the opening monolog, you Human/Osmosian Hybrid?-!" Kokonoe demanded in anger, flailing her arms, "Damn it!"  
**

** "What was that?" Kevin frowned, a tick mark appearing on his head.**

** "Ugh! Boundary! Avalon! Lost Souls! Nutbar! Flowchart! Piss off!" Kokonoe growled, "It's official. I need to thin the door a bit!"  
**

** "How did we get here? Who are you?" Shadow demanded as he pulled out a gun.**

** "Really? You whip a gun out at me?" Kokonoe asked before adopting a cat like smile, "Kill me and you won't leave this place, got it?"**

** "…" Shadow holstered his gun and turned around, his arms crossing his body, "Hmph!"**

** "Never seen an alien like you before," Kevin pointed out at Shadow before looking around once more, "So what's with the messy room?"**

** "This is a counseling room. When your soul screams for solace, it calls to me, and this room takes form in the Boundary for a little while," Kokonoe informed, "And our moody ass of a test tube baby here is Shadow the Hedgehog, the supposed Ultimate LifeForm. Said to have immortality hidden away in his DNA. Not seeing it in a furry ass like his."**

** Shadow turned and growled at Kokonoe, a tick mark appearing on his head.**

** "Now then, tell me all your problems, you two," Kokonoe informed, her cat-like smile appearing yet again.**

** "Now what's that supposed to me, catgirl?" Kevin demanded.**

** "You're pissing me off," Shadow informed.**

** "Yippee. It knows more than just one-word sentences," Kokonoe exclaimed in a bored, blank tone.**

** "The last thing I remember was…"**

** "You shut it," Kokonoe informed, "Now then, I see you remember that."**

** "What are you talking about?!"  
**

** "Eh, if I try and explain all that crap, we'll be here forever," Kokonoe waved him off, "Besides, he should probably explain that in the actual story and not here. Anyway, you died."**

** "What?!" Kevin exclaimed, "Okay, girl, you're seriously messing with me or I've been doing acid by accident."**

** "Failed…? Hmm…" Shadow tapped his chin.**

** "And there he goes back into one word sentences," Kokonoe rolled her eyes and earning herself a threatening growl from the Ultimate LifeForm, "Ah…I see you're starting to remember a bit about it. Good. I was just about to shed a single tear and say something along the lines of 'How unfortunate,' 'His memory is shot,' and 'He's still so young in appearance and not soul.'"**

** "You're really annoying with that, you know?" Kevin pointed out.**

** "But you just said it," Shadow scowled.**

** "Oh, so very true."**

** "Bitch."**

** "Listen; do you two at least know _why_ you're here?" Kokonoe asked, receiving nods in agreement, "Good, now let's get started with the last segment."**

** "Hold on. What about the first two?" Kevin asked.**

** "Unimportant this time around since this is the first chapter and all," Kokonoe waved him off.**

**ADDITIONAL INFORMATION**

** "Anyway, all the information anyone should need is really about Makoto Nanaya and Ben Tennyson," Kokonoe said as she adjusted her glasses.**

** "What about them should we know?" Shadow asked.**

** "Besides the squirrel girl having huge breasts that jiggle whenever she moves in her hot little number?" Kevin asked, grinning a bit at the photo of Makoto being displayed beside Ben's photo.**

** A tick mark appeared on Kokonoe's head. She walked over and pinched and stretched Kevin's cheeks.**

** "Owwwww! Rey! Shtop! Non't pull on my sheeks!"**

** "Shadow, you seem the more competent of the two of you, so you take care of Makoto," Kokonoe informed while turning away to grope herself, _'Why did she have to have a breast size increase this Continuum Shift? She was already a D-Cup, but now she's got big fat H-Cups. And I'm still the second-smallest in terms of boobs on BlazBlue…Damn you, author!'_**

** "Hmph. Very well," Shadow turned to the audience, pulling out a pointing stick and poking Makoto's image on the belly, "This is Makoto Nanaya. She is a squirrel-type Beastkin and is considerably hyperactive with a short attention span, though she has proven to be rather cunning when she needs to be. She is outgoing and adventurous with the dangerous ability to wield tonfa strapped to the back of her wrists instead of having handles to hold. She has a few complexes about her race, but nonetheless, she acknowledges who she is and is proud of it. In BlazBlue: Continuum Shift, Makoto works for the Novus Orbis Librarium (NOL) Intelligence Department with Hazama but is actually a spy for Sector Seven. In the True Ending, she defects from the NOL after finding out what happened and leaves with Noel and Tager."**

** Shadow walked a little along the lab, his eyes closed, "In Makoto's arcade ending in Continuum Shift II, it is revealed that one of the reasons Makoto is in Kagutsuchi is because of her discovery of the several failed attempts by the NOL to create Noel Vermillion at Ikaruga."**

** "Who's Noel Vermillion?" Kevin asked.**

** "No one you'll ever meet," Kokonoe informed, earning a tick mark and annoyed expression from Kevin.**

** "In Makoto's True Ending in BlazBlue: Continuum Shift Extend, it was revealed that during Makoto's time in Ikaruga, she had discovered a computer that was still gathering data from the cauldron. She also found a file on the 12th prime field device created by Relius Clover and that it was none other than Noel," Shadow continued, "Before Makoto could go back with the data she collected, the cauldron knocked her unconscious and sent her soul to a parallel world where she met an injured Jin and Hazama, who was out to kill Jin. They later met up with Bang Shishigami, who decided to heal Jin's wounds. She then met up with Tager and Kokonoe to give them a disk, but she failed to give Kokonoe the right password saying it was 'Gnu' when it was actually 'Baa'. Kokonoe asked her the date of the disk, and Makoto said it was January 3, 2200. Kokonoe said that disk was useless to them because today's date was December 31, 2199."**

** "…" Kokonoe looked away with a heavy blush of embarrassment.**

** Kevin began to point and laugh at the annoyed catgirl. Kokonoe proceeded to hiss and jumped on Kevin, pulling his cheeks once more.**

** "Shocked and confused, Makoto headed back to see Jin and found that he has escaped. She runs to the NOL where she met up with Tsubaki. Tsubaki told Makoto that she joined the zero squadron just to bring Jin back, and when she was done, she was going back to the 4th Thaumaturgist Squad. This caused Makoto to remember that Tsubaki joined the Zero Squadron out of her own free will after graduation," Shadow proceeded, "Then, Hazama showed up and told them that Ragna the Bloodedge was here. Jin ran after him. Makoto told Tsubaki to to go after him and that she need to talk to Hazama. Makoto asked Hazama where Noel was, and Hazama said she wouldn't find Noel anywhere on the planet and that her sudden appearance messed up his entire plan. Before he could attack Makoto, Rachel jumped in and saved her, explaining the situation and how she can get back to her own world."**

** "Bloodedge? Sounds like a punk's name," Kevin noted, rubbing his sore cheeks.**

** "That he is. Though his one brain cell is smarter than the one you have," Kokonoe informed, "I only had to to do that to him once before he got the True Ending."**

** "After Makoto returned to her own world, Rachel told her what caused her to travel back in time. Rachel pointed to the cauldron and three caskets of the failed clones of Noel Vermillion and told her that Noel is a human-made doll, just like Beastkin."**

** "Hold on there. You're telling me that Ben got boob-faced by a doll?" Kevin asked before he slapped his knee in laughter until Kokonoe pulled his cheeks again.**

** "Rachel asked Makoto what she plans to do now that she got to look at the truth that she was never meant to find out. Makoto said she was going to Kagutsuchi to save her friends," Shadow finished before kicking Kevin in the face, "Now shut it."**

** "My face huwtz…" Kevin got out through his swollen face.**

** "Ugh. Fine, I'll handle this one since the idiot's face has swollen up. Benjamin Kirby Tennyson…" Kokonoe began before Kevin laughed, "Yes, yes, we all know the Nintendo reference you want to say involving Kirby's eating anything and Ben having anything smoothie-made, so shut it."**

** Kevin glared at her as his face started to recede in swelling.**

** "Now then, as I was saying, Ben had been a hero since a fateful day when he was ten when the prototype Omnitrix crashed before him and latching onto his left wrist. With it, he could turn into ten different aliens, adding more and more as time went by until he turned eleven and gave it up for four years. It was then the Omnitrix upgraded its appearance and gave him a set of ten new aliens, one of which was shown in this chapter. The Ben here had a Continuum Shift of his own during Ultimate Alien where Dagon does not exist. Though I would like to learn how it could do that thing where it could go in and out of dimensions. It could help revolutionize Tager's abilities perfectly…"**

** "Get on with it!" Kevin called.**

** "Shut up or do Spidermonkey, got it?" Kokonoe gave her frustrated expression once more with the tick mark.**

** "Fine," Kevin rolled his eyes, "Spidermonkey is an Arachnachimp alien from a planet where his kind live in the trees due to predators on the grounds below. They can climb on any surface like a spider, yet have the dexterity and appearance of a black and blue monkey. Their tails can shoot out webbing they can use for just about anything. Though it's also a problem along with their levels of strength being a bit lower than most other aliens."**

** "I'd still like to test the limits of the webbing," Kokonoe noted mostly to herself, "That wraps up the last segment."**

** "Finally," Shadow snorted.**

** "Hold on now, blackie, I want to do a few tests on you," Kokonoe smirked as she began to approach the hedgehog.**

** "…" Shadow took a step back.**

** "So when do I get to be in it and tease Ben for getting boob?" Kevin asked.**

** "Piss off and get the hell out of my lab," Kokonoe scowled, pushing a button on a remote she had just pulled out from her coat, sending Kevin screaming off the screen, "Now for the tests on you, Shadow."**

** "Hmph!" Shadow raced off, causing Kokonoe to sigh.**

** "And that's how you end a new segment…I'll see everyone in Chapter 5's Omake Segment!" Kokonoe shouted as the curtain fell, signaling the end, as she ran after Shadow, "Shadow, you get back here so I can find out how you tick! Tager, get the elephant dart guns!"**

** "When have we had to deal with an elephant?"**

** "Just get it, you ass!"**


	2. The Rath of Con

**Underground Omniverse**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series.  
**

* * *

**Rebel 2: The Rath of Con  
**

* * *

Ben's fists were trembling in his lap after hearing Makoto's story of her world. That Hazama…if he ever found that guy, he'd…he'd…well, he wasn't sure what to do, but he knew it'd be something that guy would regret for eternity. He was worse than this Robotnik guy that the hedgehogs told them about and even Vilgax. At least Vilgax ruled with a fair hand on his world. He looked over to see Sonia blowing her nose quietly while using a second tissue to dry her tears. Manic frowned with Sonic, Ben seeing them in the same barely suppressed anger state he was in.

"Good thing we started off with yours," Manic muttered to Ben, who merely nodded.

"That's…just…so…sad!" Sonia sniffled, blowing her nose once more.

"I can't believe that there's a guy even _worse _than Ro-butt-nik!" Sonic growled.

"At least he can't get you here," Ben noted, "You planet doesn't think there's life out in space, so we should be safe from the guy."

"You're right!" Makoto's eyes widened before glomping Ben, "Arigatou for that!"

Ben's face turned bright red from the hug. She was still wearing the revealing outfit and his head was currently meeting the bare part of her bosom.

"So what is a Beastkin, anyway? You keep calling us that," Manic asked once Makoto released Ben from the hug, letting him fall onto his back with his entire face red.

"Ara? Oh yeah! That's what I am!" Makoto beamed as her tail wagged a little in excitement, "Beastkins are a blend of human DNA and animal DNA."

** =ATTENTION. ULTIMATRIX ENGAGING IMMEDIATE UPDATE=**

The group shielded their eyes from the green light that erupted from the device. It faded after a few moments. Ben was the first to look and noticed the soft green glow fade away. His eyes widened when he saw the Ultimatrix had changed. It resembled a wristwatch and had a white middle with a green and black outside on the strap that went around his limb, the bottom of the strap seemingly fusing to the skin on his limb. The face of it had a white border with three green dots on the sides, giving six total on the left and right sides, the center was a solid black with two green side 'Vs.'

_'It changed like the Omnitrix…'_ Ben thought, _'It better not turn into an alien I didn't pick…'_

"Wow! What was that about?" Makoto asked.

"Well, it just updated itself. It kinda did that a few times. First time it did really took me by surprise since I had to learn a new way to activate it," Ben explained, "Does it at the worst moments, too, as you can see."

"Sonic, I think we should let them come with us," Sonia whispered as she pulled her brothers away from the two.

"I was kinda thinking that as well. I mean, what if Ben can use that Ultimate thingy to repair Robians like he said it did for those…DNAliens, I think?" Sonic pondered quietly.

"Dude, that would be awesome," Manic grinned, "But what if it can't?"

"Then we'll keep looking for a way to restore them," Sonic replied.

"Plus, it would be nice to have another girl around," Sonia noted, earning groans from Sonic and Manic, "What was that for?"

"Uht! N-Nothing…" the two gulped.

Sonia narrowed her eyes at them. She held up her left pointer and index finger and pointed them at her eyes. She then pointed them at Sonic and Manic. She turned and walked over to Ben and Makoto.

"Excuse me, but if you'd like, you can stay in our bus with us," Sonia offered.

"…" Makoto raised her hand.

"Yes?"

"What's a bus?" Makoto asked innocently.

"You've never heard of buses, but you've heard of planes and helicopters?" Ben blinked.

"They're land vehicles," Sonia noted.

"And that is why I didn't know it. No one lives on the land where I'm from. We live in the mountains since Seither is down on the ground level. Sure, we can see everything down there since Seither is invisible and you can't smell the stuff, but we can't go down there without protective suits and oxygen tanks unless we want to die or turn into snotty blobby monsters that can't make sense to others but themselves," Makoto shrugged, making Sonia and Ben look at her in shock, before she sighed and her squirrel features drooped, "And it all looks so amazing from up in the mountains, too..."

"…" Ben took hold of Makoto's hands, "Hey now, don't worry, Makoto. We're in a world without that so you can probably see it all you wanted to on the ground now."

"Hey, you're right!" Makoto exclaimed, her ears shooting up in her excitement before glomping Ben, turning his face red once more.

"Okay, that is it!" Sonia exclaimed as she slapped the blushing Manic once more, "You need new clothes!"

"Huh?" Makoto blinked, still hugging Ben's arm to her impressive, barely held-back bust.

"Who goes out dressed like that?! How do you live, knowing you're one strong breeze or sudden cough from a massive wardrobe malfunction?!" Sonia demanded, "I am going to go shopping for you both, especially you, Makoto."

"Shopping?!" Makoto squealed a bit in delight, keeping her head turned away from Ben's so he wouldn't get the squeal into his ear, "I just love shopping! Especially when it involves getting a chestnut parfait!"

"Uh-uh," Sonia shook her head, "A lot of places on Mobius do not like humans and human-Mobian hybrids."

"Why?" Makoto frowned.

"Robotnik is why," Manic pointed out.

"Oh yeah," Makoto sweatdropped before pouting, "That's species discrimination! That's not cool at all!"

"We know, but we haven't been able to do much about it," Sonic sighed.

"I'll need your measurements. Manic, Sonic, you take Ben's while I handle Makoto," Sonia ordered as she led Makoto off into the back of the bus/assault vehicle/RV.

"But I don't…"

"Makoto, I absolutely insist that you let me do this for you both," Sonia informed before closing the door to her room in the place once she and Makoto were in it.

"Okay, dude, strip," Manic ordered with a grin.

"Just take off your shirt and jacket, okay?" Sonic asked with a sigh, "Otherwise, Manic's going to swipe your pants and underwear and throw them onto a nearby tree."

Ben frowned at Manic. He slid off his jacket and pulled his torn shirt off. Manic pulled out a measuring tape from his fanny pack.

"32_H_?! How do you have this size?!" Sonia's voice erupted from her room, earning the attention of the trio.

"Um…I-I didn't really _do _anything…they just sort of…happened. Guess it's just…genetics?" Makoto guessed behind the door, "But seriously, chill out. What's the big deal? Smaller chests can be nice, too…and hey, aren't things in short supply more valuable than common stuff?"

"Not involving getting a guy."

"But yours are still big. I mean; what? Are you a C?"

"Um, well…"

"Then what's the problem?! You've got ones perfect for any guy to like! They're squishy, too."

"Ahn~" Sonia moaned behind the door.

"…" Manic collapsed, passing out from too much blood-loss from his nose as Sonic and Ben blushed so hard, their entire bodies were a vivid shade of red.

* * *

"Okay," Sonia coughed, a blush refusing to leave her face, as Sonic drove into a city, "I've got your measurements and some quirks you seem to like in terms of colors and designs based on what you were originally wearing."

"Why did I have to put this on if I'm not going out?" Makoto, wearing a black cloak and hat, asked.

"Because I'm tired of these three ogling you, mainly Manic," Sonia informed as Manic looked away, whistling innocently.

"I'm not…" Ben began.

"Oh, you were earlier."

"I'm not a letcher!" Ben frowned, blushing, "Honestly, girls are just like guys."

"…So you're into dudes?" Manic asked, slightly disgusted.

"What?! No!" Ben exclaimed.

"Denial's the first step," Sonic noted.

"I'm not! Honestly! I don't have a problem with them, but I don't like being called one!" Ben blushed harder.

"My, my. Someone's embarrassed," Sonia smirked.

"Does that mean…" Makoto gasped in realization, "_You_ have embarrassing memories, too, Sonia?!" Makoto asked innocently, yet her smile was that of a demon's that was scheming.

"…" Sonia turned and raced off as fast as she could go, "I'll be back in a few hours!"

"Oh man, she totally does!" Makoto smiled with a giggle before Sonic and Manic fell over, laughing.

"…Please tell me you have a smoothie machine in here," Ben begged as he looked through a cabinet.

"Nope," Manic informed.

"Guess I'll have to improvise then," Ben noted, "Time to see how this upgrade works."

Ben looked over the Ultimatrix's upgrade. He didn't see any buttons to push, so that meant it would be voice active, possibly. Though it may only work on the normal way of release and self-destruct. He poked the face of it and a holographic wheel appeared, showing strange face-like symbols. He raised a brow at it before he began to circle the face with the still-poking finger. The images began to cycle around, one always lighting up at the top of the cycle. He settled on one and removed his finger. The hologram vanished and the emblem flipped back, revealing a circular version of the face. It rose up an inch above the face's normal spot. He proceeded to slap it and a flash of light erupted around Ben. Standing in his place was a figure around seven feet in height. He wore a strange blue and black cloak, hiding all but his strange feet. They had three long toes, two in the front and one in the back. Under his hood was a black face with an icy-blue vent-like mouth with lime-green and white oval eyes.

"Big…Chill," the alien spoke, his voice somewhat slow and cold.

"Big Chill? I don't get it," Sonic informed.

"Kinda looks a…Moth Mobian," Manic noted, "They're kinda confusing to other Mobians."

"Really now?" Big Chill chuckled, "Well, seems I can go out and find a smoothie shop, then."

"Hold on," Sonic began before Big Chill walked out.

"Wait for me!" Makoto called out as she moved up a bit of her cloak to hide the lower half of her face before running out, running over Sonic in the process.

"…Ow…" Sonic groaned as Manic poked him a bit before shooting up, grabbing the stick, and broke it, "Will you stop that?! We've got to get them back here! You know from what he told us that the Ultimatrix times out at times. If it times out, he'll be in for some mundo trouble!"

"Oh yeah…" Manic realized, "Wait up, dudes!"

* * *

"It sure is weird," Makoto noted as the four walked along the streets, Big Chill looking around for a familiar sight for him, "But super-awesome-amazing, too!"

"True," Big Chill noted, "I've been, and met, hundreds of aliens. One of my favorite kinds so far? Galvans."

"Gal…Vans?" Makoto blinked, thinking of feminine vans living in a city.

"It's just one word, Makoto. They're the species that made the Ultimatrix and its predecessors, the Unitrix and Omnitrix," Big Chill explained, pausing from his hunting to look at them, "Their whole planet was reconstructed by one after it was destroyed."

"R-Really?" Sonic gawked.

"Oh yeah. I nearly fainted when I learned that," Big Chill noted, "They even made this sweet device called the 'Potis Altiare,' which gave me such a boost with one of my aliens to fight this other alien."

"Which alien?" Manic asked.

"Way Big."

"Y-You mean that giant you turned into?" Sonic gawked, recalling the To'kustar that Ben had first turned into on the planet of Mobius.

"Oh, yeah," Big Chill nodded, a bit of icy air appearing before his 'mouth,' "I found out later that Albedo was that alien."

"I still say he sounds like a big jerk," Makoto frowned, recalling what Ben told them about his white-haired, red-eyed Galvan duplicate.

"Ah-ha! There it is!" Big Chill 'grinned' as he looked to see a Mobian grizzly bear attending a stand, "I can't believe it…"

"What's up?" Sonic pondered.

"It's a Mr. Smoothy. Here!" Big Chill chuckled with a grin as they approached, "Excuse me, but what kind of smoothies do you sell here?"

"Well, name it, I'll make a smoothie out of it," the grizzly smirked, "Name's Mr. Smoothy, owner of this stand. Now what can I get ya?"

"Kumquat, banana, olive, and carrot with a dash of pepper, if you please," Big Chill informed before looking at the others.

"I've always been curious if someone could make a smoothie out of a Chili-Dog," Sonic noted.

"I've got that," Mr. Smoothy smirked.

"Ooh! Chestnut, please!" Makoto beamed excitedly, her tail going nuts behind her in excitement.

"Hmm…Chocolate, Tabasco sauce, chili peppers, and cat food," Manic informed the bear of his choice.

"Wow. Daredevil, aren't you?" Mr. Smoothy grinned.

"Nah. That's my brother. I'm just a devil," Manic joked.

* * *

"Hmm…Now let's see. What to pick, what to pick…" Sonia mumbled under her breath and her hood as she looked through the selections of women's bras, pausing at a red one, "No. It wouldn't go with her eyes." A yellow one, "She has enough of that color." She then saw one with the part that was supposed to cover the nipples cut off, "Good heavens, just…no. The color's right, but…no." she nearly had a conniption when she saw one made of just strings and two tiny rings, "Ugh…Why must she have to be an H-Cup?"

=Are you looking for something?= a feminine robot asked.

"Yes. Do you have any black bras for an H-Cup? I'm trying to get my sister one since she's too embarrassed to buy one herself," Sonia informed.

=An H-Cup? Are you kidding with me?=

"I'm afraid not," Sonia sighed, slumping.

=Must be genetics. What are you? A C-Cup? That's still pretty large=

"…" Sonia blushed heavily at that, "Just…Just tell me if you have them or not, if you please."

=My, my. Upset, yet still upholding your manners to the best of your abilities= the robot noted with a smirk on her screen =Well, I do have quite a few of them. This way=

"Thank you," Sonia nodded.

* * *

"Hmm…Seems that you've been taking acid."

"What?!" Sleet exclaimed, "I most certainly have not, your liege."

"You got that right. What we saw was true. You can look at one of the robots I was able to save from complete decimation by that giant," Dingo informed as he held up a semi-melted SWATBot head.

"Hmm…" the slight groan of metal grinding against metal echoed as a hand rubbed a chin, "Very well, you two. Set it up."

Sleet nodded before taking out a remote. He pressed the single red button on it. A laser shot out of it and hit Dingo. His body glowed before transforming into a monitor with the robot's head connected to it. The screen turned to static before depicting Way Big about to fire his attack. A green light filled the screen before it turned to static.

"Well, this is new," the figure noted, rubbing his chin once more, "Sleet, my cards."

"At once, your liege," Sleet nodded.

He pulled out a deck of cards and presented them to the figure. The figure walked over to a machine and slid the deck into a slot on it, the slot closing up once the cards were in all the way. A metal hand grasped the lever and pulled down. On the front, a roulette went off, spinning through various images in a blur before stopping on a single image. It depicted a knight made of obsidian armor. The lower half of it resembled a shogun's armor and laser guns were mounted on the shoulders. Its shield was shaped like a diamond with a spring on the front while it had a sword in the other.

"Ah…the EggKnight. Send it out to the nearest city where you last located the hedgehogs," the figure ordered.

"At your command, Lord Robotnik," the coyote bowed as the figure ran his robotic hand across his orange mustache.

Sleet rolled his eyes. Ever since the incident with Dingo-infected with the broken Chaos Emerald-falling on him, Robotnik had been acting stranger than normal. His more recent machines were all having the word 'Egg' in their name. It was getting annoying, in truth, for the coyote, even if the plans were getting better involving the fat one.

* * *

Ben, wearing a heavy cloak, grinned as he drank his smoothie. He was lucky Sonic and Manic made him wear a cloak to go with his Big Chill form. He had timed out just as they were sitting down. The smoothie was just as good as he remembered back in Bellwood's Mr. Smoothy…he frowned. It wasn't there anymore…

"Wow! This is delicious!" Makoto beamed, having made a small hole in her little mask to put the straw through to her lips, and earning the attention of Ben, "It's almost like I was drinking a chestnut parfait."

"You must really like that desert, huh?" Manic asked.

"Yep! It's my favorite treat!" Makoto beamed happily under her mask, "My mom could make the best damn chestnut parfait that would leave you in pure ecstasy~! What about you guys? What do you like the most in foods?"

"Smoothies," Ben pointed out.

"That was obvious," Sonic snickered, "Mine's Chili-Dogs. It's something I've always loved to eat, even when I was a little kid."

"Pancakes with maple syrup," Manic drooled a bit, adopting a grin that showed his devotion to the food.

"…Trust me on this, you'd rather not know about his addiction," Sonic joked, earning an annoyed glance at his brother.

"Says the guy who caused the Jammer to break down because of putting a Chili-Dog near a source of heat in the engine more times than I've crashed into trees…" Manic shot back.

"One time, Manic, one time…"

"Twenty actually, four times more than I've hit a tree," Manic smirked.

"That's because the last time you hit a tree, it was a mirage! How do you do that?! How do you hit a tree when the tree is just a dang ol' mirage?! That doesn't make sense!"

"Our medallions turn into musical instruments that fire lasers or control the earth. That doesn't make sense, either," Manic pointed out.

"…Ugh…" Sonic sighed in annoyance.

Ben and Makoto just laughed or giggled at the argument. It was kinda amusing to them both; mainly Makoto since she swore her parents had the same conversation involving her family's cart hitting a tree. A rumble went through the area before the ground nearby exploded into a pile of smoke and debris of dirt and rocks, scattering the various Mobians there in fear of it being Robotnik. The smoke slowly dissipated, revealing the EggKnight. It looked around as Ben turned into Big Chill.

=TARGET FOUND. EGGKNIGHT MOVING OUT TO ENGAGE IN BATTLE AND CAPTURE OF TARGET=

The robot charged at Big Chill, opening laser fire. Big Chill's body turned intangible before the lasers went through him, freezing up as they exited. Big Chill turned solid once more before his 'cloak' unfolded itself, revealing it to be large black and blue moth wings, revealing his somewhat strong, yet lithe form, while the 'hood' turned out to be two antennae.

"I knew he looked like a Moth!" Manic exclaimed.

"Wow…" Makoto whispered in awe.

Big Chill took in a deep breath as he flew over the EggKnight. He proceeded to exhale, releasing a strong cloud of chilling breath. As it washed over the robot, the cloud froze it in a block of ice. Big Chill chuckled as he landed beside the others, Makoto being reminded of a man she thought was just plain creepy with that little trick. The EggKnight shattered his encasing and looked at Big Chill in anger, his shield and blade breaking apart due to the cold and quick reheating.

"I don't think ice will be able to keep it down, Ben," Sonic noted.

"Pretty _cool_ though that you managed to give it a cold shoulder," Manic noted.

"Not the time for that," Makoto held back her giggles.

"Then I believe it's time for Humongasaur," Big Chill smirked as he slapped down on his symbol.

His body flashed the green light once more. Time slowed for Ben once more. The Ultimatrix began to sink right into his limb as the arm began to bulge in its veins and trailed up to his face. His eyes snapped opened, revealing they were a solid green. His body began to grow taller until he was around roughly seven or nine feet in height, as his muscles grew to a wrestler's state of muscles. Orange fur engulfed his body along with white and black fur on the torso, stomach, muzzle, and crotch, the black going on his back in tiger stripes. A black spike appeared on the back of his fists as they turned into white hands. His Ultimatrix symbol formed on his chest as his head shifted into a tiger-like humanoid head with large black eyebrows.

"Rath!" the alien roared before growling and pointing at the symbol on his chest with both pointer fingers, "Let me tell ya somethin', Ultimate Omni Matrix, upgraded for some stupid reason; Rath wanted to be Humongasaur, not Rath!" he slumped, "It's not even funny anymore."

"Wow! You turned into a big ol' tiger! Where's your tail?" Makoto pondered.

**CUE: THEME OF RAGNA THE BLOODEDGE**

***THE WHEEL OF FATE IS TURNING – REBEL 2 – ACTION***

"Rath doesn't need no stinkin' tail!" Rath barked as he turned to face the EggKnight, "Let me tell ya somethin', EggKnight designed specifically to capture me; you may be big, but _Rath_ is even bigger!" the EggKnight approached, revealing it was twice the height of Makoto, "'Cept for the part where you're taller and heavier than me. But that doesn't matter! Because the bigger they are, the harder the–" Rath didn't get to finish when the robot slammed its left fist into Rath's chest, sending him through a wall of a building, causing it to collapse on him.

"Wrath-kun!" Makoto gasped before Rath emerged from it, not a single injury visible on him.

"Ugh…Rath forgot the rest of how that goes," he shook his head before stomping up to the EggKnight, "The bigger they are, the harder they fall! That's what Rath was gonna say! By that logic, you being bigger than Rath, is a _disadvantage_!"

With that, Rath jumped onto the robot's upper body and began to headbutt the robot's cranium. He groaned a little after the tenth hit. The EggKnight threw Rath off before Makoto knocked it over with a tonfa strike.

"I got it!" Makoto cheered.

"Rath made it easy for you, Makoto Nanaya!" Rath grunted as he got up before grabbing a nearby table and flipped it over, letting the laser fire from the recovered EggKnight strike it. It proceeded to fire a charged shot, making Rath pick up Makoto and jump out of way. The beam tore through the table and proceeded to strike the smoothie stand behind them. Rath stared at the shop as it collapsed.

"You…You broke Mr. Smoothy's 'Mr. Smoothy' stand…" Rath gawked before he growled and turned to the EggKnight, "Rrrrraaaaaaahhhhh!"

Rath growled before turning and tackling over the EggKnight. It began to get up before Rath delivered a hammer strike with both his hands clenched together, making a crater start forming.

"Lemme' tell ya somethin' EggKnight designed specifically to capture me; You can hurt me! You can hurt the things I stand for! You can even hurt my feelings, if I had any!" Rath roared with each strike he delivered, "But no one and I mean _no one_…_hurts_…the_ Smoothie_!"

Rath threw the EggKnight away. He proceeded to charge and slam an outstretched arm into the neck of the robot, knocking it over.

**"Cosmic Clothesline!" **Rath roared before grabbing the rising robot's waist from behind and slammed it into the ground head-first, **"Ophicius Suplex!"** Rath was tossed into the air by the rising robot, only for its head to be grabbed once more and slammed into the ground face-first, **"_Flying_ Ophicius Suplex!"** he climbed up a building, "From the top pole…" Rath jumped off, **"Ursa Major Body Slam!"**

"Ouch…" Sonic flinched as Rath impacted with the robot, causing a large crater to form, "That has got to hurt."

"Ya know…This guy just makes me wanna get a box of popcorn, kick back, and just watch," Manic noted.

"Manic-san, this isn't the time for…Okay, me too," Makoto admitted.

**"Reticulum Armbar!"** Rath roared, pulling the robot's left arm into an armbar hold.

"Looks like we're up," Sonic smirked as he held up his necklace depciting his head with an emerald 'eye' before it glowed and transformed into a cobalt and topaz futuristic, two-headed guitar, the base shaped like his head.

"Right!" Makoto nodded, throwing off her cloak and earning a few catcalls from the males watching the fight that were brave/dumb enough to stay, before jumping into the air with an electrified tonfa and delivering the robot's head a powerful falling dunk punch, crushing it, **"Lightning Arrow!"**

With a roar, Rath tore off the limb, letting Sonic get a free blast right into the robot. The head exploded and Makoto was caught by Rath. The robot collapsed, exploding.

"And stay down!" Rath barked, pointing at the smoke.

* * *

"Well now, this is interesting. Ice and spectral abilities for one form and this one seems to be based upon brute force," Robotnik noted, running a hand along his mustache, "Add the new data to the boy's file. And start one up for that…mixed breed with him."

* * *

"Rrr…Someone just said the taboo…" Makoto growled, a dark aura starting to come off her as Sonic and Manic hid behind Rath.

"Ooh…Rath likes this," Rath grinned before a beeping sound went off on his symbol, "Uh oh."

"We've gotta go, Makoto!" Sonic called, "Rath's timing out!"

"Huh?! Oh!" Makoto gasped, "Hai!"

With that, Rath picked up the three and jumped over a building nearby. He landed in the alley behind it before a red light filled it. It faded, revealing Ben.

"It timed out," Ben noted, seeing the green on his device had turned a deep crimson.

"No duh," Manic noted before Sonic grabbed Ben and Makoto's wrists before he raced off to the bus, "Hey!"

* * *

"I'm back, guys!" Sonia called as she walked in with a tower of bags twice her height, "And I've got the clothes!"

"That's good to hear," Sonic grinned, wearing just one glove.

"Hey, sis," Manic waved, wearing just his fanny pack and a sock.

"…Why are you all…?" Sonia gawked, seeing Makoto wearing just her cloak and Ben all his clothing with the others' clothes behind him.

"Strip Poker. No cloaks, fanny packs, or jackets are allowed to be bet," Sonic informed before Makoto put her panties on the table, causing Manic to nosebleed and Ben to focus on his cards completely.

"How did y…?!" Sonia gawked, "Manic!"

"It was her, not me, this time," Manic pointed at Makoto as she added her top to the pile, "Hot dog!"

"Shall we?" Makoto smirked as Sonic threw in his last piece of clothing, making Sonia look away in annoyance and embarrassment, with Ben adding his jacket to his bet left shoe.

"Two kings," Sonic showed.

"Two queens and two aces," Manic showed.

"Flush," Makoto smirked, "You, Ben-kun?"

"…" Ben laid down a Spade 10, Spade Jack, Spade Queen, Spade King, and Spade Ace.

"Royal Straight Flush again?!" the trio exclaimed in shock.

"And this is why my dad forbid me from card games in the house," Ben joked.

"How did you get the same damn hand _every_ damn time?!" Manic demanded as he glared at Ben.

"That's what my dad asked without the curse word last time we played poker. But that was when I was six and bet pieces of candy," Ben noted, recalling that time.

"Wow! You must be super lucky, Ben-kun! I bet if Taokaka was here, she'd be all like 'Meowhahahahaha! Alien Guy's super lucky!'" Makoto imitated someone as she hugged Ben.

Manic, Sonic, and Sonia blinked. They could sweat they just saw the image of some catgirl appear behind her, her face hidden in shadows revealing red eyes and a white mouth with a gray and white cat tail. Ben, though…Ben was trying his best to ignore the fact that he was being hugged by a squirrel girl that had just a jacket on and nothing else because he was so lucky in cards. Sonia quickly cleared her throat once she realized that Makoto was nude under her cloak.

"I have some new clothes for you both. Ben, take the bathroom. Makoto, my room yet again," Sonia ordered.

* * *

**"TEACH ME! UM...FROGGY MAN?" A Chibi Omake Segement  
**

**Starring: Azmuth and Taokaka  
**

**The curtain raised up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that was kept nice and tidy and organized. Standing on a table was a small alien. It had grey skin and seemed a bit...frog-like in appearance. His large eyes were green with horizontal rectangle irises while he had six 'whiskers' on his face that went down like a beard and mustache. He wore a green robe with silver bands on the shoulders, waist, and neck.  
**

**"Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduced himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Ultimatrix's alien DNA is store within the Codon Stream within. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."  
**

**"Huh? Where is Tao?"  
**

**"What?!" Azmuth turned to see a strange hooded figure walk in, a hand over her mouth, "Who are you and how did you get in here?!"  
**

**"Hey! It's a Froggy Man!" the figure exclaimed.  
**

**The figure was a rather unique take on the catgirl archetype with light brown skin and long blond hair tied up into two braids and a black cat tail with a faded white tip. She seemed to wear a beige-colored hoodie with a cat hood and long cat-themed sleeves that covered her arms. She wore a pair of unusually-designed high-heel boots with the same cat theme but appeared to be more fit for a creature with high ankles. She dressed skimpy underneath the hoodie, wearing only red panties with red straps. Her hood concealed her facial features. All that could be seen were a pair of red beady eyes and an ever constant toothy grin that tended to emulate emotions when conveying facial expressions.  
**

**"I am not a Froggy Man! Now explain yourself!" Azmuth snapped with a tick mark forming on his head.  
**

**"Tao is Tao! Tao's full name is 'Taokaka!'" the catgirl beamed happily before handing the tiny alien a piece of paper, "Time Man wanted Tao to give this to a Froggy Man!"  
**

**Azmuth looked at it. It was just a scribble drawing of Azmuth with an arrow pointing at a Taokaka wearing a graduation cap. In the corner was a drwaing of a chibi Paradox.  
**

**"Ugh...It seems that the Time Walker wants you to learn about the Alien Species that Ben uses from me," Azmuth noted.  
**

**"You got me!" Tao beamed innocently.  
**

**"..." Azmuth facepalmed, "Very well, then. Let's begin, so get out a notebook and pencil so you can take notes."  
**

**"Yay!" Tao cheered.  
**

**"Alright then, let's begin," Azmuth informed before a monitor lowered itself behind him, turning on to reveal Rath's transformation, "This...is Rath. He is an Appoplexian from the planet Appoplexia.****Appoplexians value emotional openness: if an Appoplexian has a feeling, they express it. Generally, the feeling is a blind rage. Appoplexians take great pride in their fighting love to fight and have great appreciation for the best fighter. Instead of shaking hands when they meet, they engage in a wrestling match until one is established as dominant."**

**"Wow..." Taokaka awed as the screen showed a clip of Rath beating up a printer when all it needed was to be reset.  
**

**"Appoplexians believe any problem can be solved by hitting it. An Appoplexian's addiction to violence leads them to be quite dim, forgetting things and being easily distracted," Azmuth continued as it showed a clip of Rath passing out from lack of oxygen when Gwen had put his head in a Mana Bubble, "Appoplexians are prone to referring to people by their full title, as well as beginning a conversation with 'Let me tell ya somethin'!' Appoplexians have animistic tendencies, such as growling, roaring and relentlessly seeking food when hungry." the screen showed an clip of Rath mixing metaphors, "Appoplexians are prone to mixing up metaphors. Appoplexians can always remember things relating to fights or battle techniques learned."**

**"Hit him!" Taokaka cheered as she watched Rath fight Manny Armstrong.**

**"Stop that!" Azmuth barked, "Now then...****The name Appoplexian is a play on an apoplexy, the part of the brain that deals with anger." the screen then changed to show a baby Appoplexian beating up Hulk Hogan, "****It is said that an average 2-year-old Appoplexian could easily defeat a human heavyweight wrestling champion. Appoplexian brains are more developed towards the parts that control anger and aggression, which is why their intelligence is dominated by emotion." he then turned to Taokaka, his eyes closed, "So, Taokaka, may I see your notes?" Azmuth asked as he opened them.  
**

**"Okay!" Tao beamed.  
**

**She held up her notebook, showing a drawing of Taokaka beating up Rath and another of Taokaka sleeping or eating meat buns. He looked up from it to see Taokaka had fallen asleep, drooling.  
**

**"..." Azmuth groaned, "Just my luck...This is going to be a looong tutoring."  
**


	3. Sanctuary

**Underground Omniverse**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series. I own Nun-Kaka and Omni-Kaka.  
**

* * *

**Rebel 3: Sanctuary  
**

* * *

"Well, this is pretty cool," Ben noted.

"Wow! Thanks, Sonia-chan!" Makoto squealed as she glomped the magenta hedgehog.

Ben was wearing a black t-shirt with a white line going down the middle. In the center of the white bar was a black space that separated the bar with a '10' in the middle. He still had his jacket, but the bottom had been lengthened to his knees. He wore a pair of black jeans with white and black running shoes.

Makoto's outfit was interesting. She wore a chestnut-colored jacket that went down to her waist with a brown and black tee that was stretched by her assets and exposed her toned, flat belly. On her shapely rear and hips was a pair of chestnut short-shorts with black leggings that covered her lovely, well-toned legs, her feet hid in black and acorn-colored running shoes. On her hands were a pair of brown, black, and chestnut fingerless gloves with the backs exposed in an acorn design and went up to an inch below her shoulders.

_'At least it covered the boobs and panties,'_ Sonic thought as he drove their vehicle out of the town.

"So where are we going?" Ben pondered, sitting in the passenger's seat.

"The Freedom Fighter's kid base," Sonic replied, "Though everyone calls it either Notre Dame or Sanctuary."

"Notre Dame? Does a guy named Quasimodo live there, ringing bells?" Ben joked.

"Nope. But we do have Friar Tuck who runs the place and teaches the kids about this 'God' guy. Personally, I believe that the head honcho in the sky is a lady," Sonic noted.

"A girl? Really?"

"Yep. Who else is way past cool to create all life? Not a guy, but a girl," Sonic smirked, "Think about it. How gross is it that we were all created by a _guy _of all things?"

"I don't really think about religions," Ben shrugged, "Too busy with saving the world and all."

"Ah," Sonic nodded, "Still, you always need something to turn to during dark times like ours."

Ben nodded. He could understand a bit about what Sonic was talking about. They were in a planet-sized civil war, so of course they needed to have something to rely on, even if it's just a religion. He saw a few soldiers on a planet stuck in a civil war between reds and blues praying to their own deity at times while he was there. It gave them a…a sense of calm and hope. Hope that they would survive another day of war. Hope that the war would end with victory and not defeat. Hope that some miracle could appear to them and save them all.

Ben didn't really take to any religion. Even when he was a kid, he didn't really see anything important with it. His parents never tried to make him believe in any deity, but he always believed in beings like Santa Claus, the Easter Bunny, and even the Boogeyman. The make-believe was what he always looked at in being real. His grandpa was even turned into Santa Claus for a bit once when he was ten, so it was all the proof he needed that Santa Claus was real. It was even during that fateful summer that his belief in the Loc Ness Monster was proven in a way since he did find a Nessie…but it wasn't in the Loc Ness. But this…now this was interesting. A _girl_ creating everything? That was actually plausible in Ben's head.

"So are there any problems with us going there?" Ben asked.

"Huh?" Manic looked over at Ben.

"Makoto and me. We're both not Mobians, so wouldn't that cause problems?" Ben asked.

"Not really. Sanctuary has a Mobian Human there, acting as a nun," Sonic shrugged, adopting a small smile, "She's a great woman, too. She reads to all the kids at night before it's time for bed and tucks them all in and kisses them on the foreheads while putting a cup and pitcher of water on their bedside tables so they could have something to drink at night if they get thirsty. She's just…she's a great mom to them all."

"Sounds like you have experience with her," Makoto noted, leaning over the passenger's seat as putting her head on Ben's.

"Uncle Chuck and I spent summers in Sanctuary. She was twenty when I was first there so she's around thirty-two now. No finer nun than her, bless her soul," Sonic smiled wistfully.

"Though no one's seen her face. Damn cat keeps hiding it under a hood," Manic frowned.

"Manic!" Sonic barked, "Do not curse that nun. Got it? She is a Godsend for the kids there, thank the Lady above."

"Huh? What do you mean?" Ben blinked.

"Well, she keeps a hood over her face, only showing her mouth and eyes," Sonic pointed out before seeing their confused expressions, "…It'll make better sense once you see her."

Ben, Makoto, Sonia, and Manic looked at each other and then back at him.

* * *

"Well, here we are, everyone; Sanctuary," Sonic grinned as they got off the vehicle.

"Wow..." Ben and Makoto awed.

The structure before them was truly impressive to the two aliens on the planet Mobius. The structure, while paling in comparison to all the massive trees that seemed to go into the clouds, was still fairly impressive. To Ben, it appeared to be an exact replica of Notre Dame back on Earth, yet with some minor differences. The gargoyles had been replaced with angels and gargoyles. The pillars that supported the structure was shaped to resemble Eastern Dragons spiraling upwards while holding spheres in their upper talons, the spheres actually lights that illuminated the area at night. The windows were all made of stained glass of various colors.

"It's amazing, Sonic-san," Makoto awed.

"That's what I said to my Uncle Chuck when I first came here," Sonic grinned before feeling something tug on his arm, making him look down to see a human girl around four, smiling up at him, "Well, here we go again."

"It's Mr. Sonic!" the little girl called out to the trees.

It was then the blue hedgehog was run over by a bunch of children of various Mobian species and Human species of various ages between three and thirteen. It was surprising that the youngest of the children were the first to tackle the hedgehog over in a large hug-fest.

"All these kids live here?" Ben whispered.

"Robotnik's a cruel man, like we told you both," Sonia frowned as she gazed upon the laughing and excitable children that had surrounded the grinning blue hedgehog, "He's made orphans out of so many children. Some even a matter of minutes after being born."

"Children! Please stop that now. We have guests, afterall," a voice called with a few claps.

"Nun-Kaka!" Sonic beamed happily.

The children around him gasped before running over to a figure. Her outfit was a much-larger version of the white part of Kokonoe's outfit, reshaped to resemble a nun's dress, the upper part of it stretched by her rather ample bosom. Over her head was a nun's hat with the upper sides hiding her cat ears. Her face was enshrouded by darkness, leaving only three things visible to them all; a pair of red eyes and a white outline of a mother's smile, radiating all the warmth and kindness included. She gently patted the head of one of the children before waving them off inside. She walked up to the group of five.

"Greetings to you all," the catgirl bowed, "My name is Nun-kaka. I am the head nun of Sanctuary and am always happy to see new Mobians and people seeking refuge in these times of crisis."

"A Kaka Clan member!" Makoto gasped, "Do you know anyone by the name of 'Jubei,' 'Torakaka,' or 'Taokaka?'"

Nun-Kaka froze up at the last name. She slowly turned to Makoto.

"T-Taokaka? Please, did you just say '_Tao_kaka?'" Nun-Kaka asked, shaking just slightly.

"Um…Well, yeah. Is…is there something wrong?"

"Um…well…Tell me, is Taokaka…happy?"

"Happy? That's an understatement to what I've seen. She loves meeting people and fighting others, showing off her abilities. Keeps calling me 'Furry Girl,' too, but I don't care since she's one of my best friends ever since I met her in Doctor Litchi's clinic when I was in school!" Makoto replied, happily "She's the new guardian for her village, even. Well, once Torakaka officially retires from the job."

"She…She's being given that high an honor?" Nun-Kaka gasped, a hand covering her mouth in surprise.

"Yep!" Makoto grinned, "Why?"

"…Because Taokaka is my little kitten," Nun-Kaka smiled motherly.

"…What?!" Makoto gasped, her tail and ears shooting straight up, "But…But you died!"

"I nearly did had it not been for this strange being I saw before my end in that terrible collapse," Nun-Kaka noted.

"What did you see?" Ben pondered.

"A strange human, yet smelled off. Not like a human, but also human. He wore a white lab coat over a red sweater-vest and white button shirt with a pair of brown pants, and a strange pair of green-tinted goggles."

_'Professor Paradox? He took this lady from her daughter?'_ Ben thought.

"Tell me, Makoto, was it not? Could you tell me about what you know of how my little kitten has been?" Nun-Kaka pondered hopefully.

"Sure I can! Do you know Miss. Litchi?" Makoto asked.

"You mean Boobie Girl?" Nun-Kaka tilted her head innocently.

"…You two _are_ mother and daughter…" Makoto sweatdropped as Manic held back a snort of laughter.

"B-_Boobie_ Girl?" Sonia gawked.

"When the village elder tasked Miss. Litchi in teaching Taokaka about the world, I helped along with two of my friends, Noel and Tsubaki, because Miss. Litchi helped treat me when I fell off a tree," Makoto explained, "Taokaka's a great vigilante."

"Really? Oh my…Ever since she talked with that Bang fellow, she really wanted to do that," Nun-Kaka shrugged as she shook her head, earning a giggle from Makoto, "Still…" she gave a soft, motherly smile, "To hear her achieve her dream brings such joy to me. But…it also brings such sadness since I could not see her grow up to become her dream."

"Nun-Kaka…" Sonic whispered.

"Hm? Oh! Hello Sonikku," Nun-Kaka greeted, gently pecking his forehead and earning a faint blush from him, "You've gotten so much more cuter since I last saw you."

"Eheheheheh…" Sonic chuckled sheepishly, rubbing the back of his head with his left hand.

"Weird. I thought nuns slapped kids on the back of the hand for using their left hand for anything," Ben noted.

"Yes. That is the standard, but I choose not to. I've always believed that the Lady we are all under does not mind such trivial things. It is the deeds that you perform that she watches over, not the smallest of things," Nun-Kaka replied, placing her hands together in prayer's position.

"And we've met the lady who's converted Bro," Manic smirked.

"Bro? Oh! You're Sonya and Manikku! Sonikku sent me letters about your adventures!" Nun-Kaka beamed.

"Manikku…" Sonic snickered.

"What about So_nya_?" Mani chuckled before Sonia shot them both a look.

"Ben Tennyson, ma'am," Ben held his hand out to her.

"…" Nun-Kaka blinked at the hand before tilting her head, "…Nya?"

"She doesn't understand the handshake, Ben," Sonic whispered, "You bow to her."

"Oh," Ben blinked before bowing.

"Oh! It's nice to meet you, Ben-chan," Nun-Kaka bowed.

"Ben-chan…" Makoto snickered.

"Wh-What's so funny?" Ben asked.

"Oh…Nothing…" Makoto looked away with a small, teasing smile.

* * *

Nun-Kaka gave a calm serene smile as her tail gently swayed back and forth. The youngest of the children in Sanctuary mumbled in their rest, some cuddling another. Sonic continued his calm and gentle guitar strumming (The soft tune they played on the results screen for Sonic the Hedgehog 2006), his eyes closed and a small smile on his face.

"He really cares for this place, doesn't he?" Sonia whispered.

"That he does," a voice chuckled, "That he does."

The group of four turned to see a rather plump American badger Mobian with a somewhat bald noggin, large bushy eyebrows, and a friar's brown robes, a rope around his waist.

"Hello," the badger greeted.

"I take it you're the Friar Tuck Sonic mentioned," Makoto pointed out, earning a chuckle from him.

"That I am, my dear, that I am," Friar Tuck informed with a small smile.

"You don't sound English. You sound like you're from some Southern place," Manic pointed out.

"Manic!" Sonia whispered harshly.

"Oh, it's quite fine," Friar Tuck chuckled, "Rob 'O the Hedge gives me that as well."

"Who?" Ben pondered.

"He's the guy in charge of protecting this place. He's also second best at swiping stuff from Robotnik," Manic smirked, "Good guy, too. Though the accent…"

"He has an accent?" Ben and Makoto blinked in confusion.

"So where is the cool dude?" Mani pondered.

"He's out on a crusade for more supplies for Notre Dame," Friar Tuck informed, "Though I am sure the good Lord will forgive him for his sins."

"Lord? I thought it was 'Lady,'" Manic blinked.

"Uht!" Friar Tuck slapped his forehead in annoyance, "Again? Honestly…I care for the dear, I do, yet this constant belief that the Lord is actually a…a…a _Lady_?! I do not know where she got that idea."

"Well, Sonic told me that it could be because both him and Nun-Kaka think that a _male_ can't create something so vast," Ben noted, "Personally? It does sound more possible that it was a _female_…"

"Absolutely not," Friar Tuck sighed, "I accept her beliefs, but I just wish she didn't try to convert the children to that belief."

"From what I saw, it's mainly the girls and Sonic that believe it," Makoto noted.

Friar Tuck sighed with a facepalm.

"And the majority of the Kaka Clan from where I'm from believe that God is a female, too," Makoto noted, "Though…That's mainly because the children born from a Kaka Clan member is one hundred percent female."

Friar Tuck, Manic, Ben, and Sonia slowly looked over at the squirrel Beastkin. They then slowly looked over at the now-purring Nun-Kaka as Sonic continued his melody. Ben shuddered as he began to think about whether or not Kaka Clan DNA was in the Ultimatrix. He noted to himself to _not_ scan Nun-Kaka if that were or were not the case just to be safe.

"Wait. So there had not been a single male born from her home?" Sonia pondered.

"Not one. The males there are all from outside the clan or the girls come home pregnant," Makoto noted, "Though…there is the small problem that only 100 Kaka members are able to be alive at one time because of a genetic defect in their DNA."

Ben frowned. On the inside of his head, he was slamming his head against a wall. On one side, he could help Nun-Kaka's genetic problem, but then he'd end up getting her DNA added to the Ultimatrix. But if he ignored it, then he would be going against everything he was taught about and raised to live by _and _feel guilty for not helping a problem be solved when he knew he could do something about it.

"Um…I think I could help. With the genetic problem, I mean," Ben admitted, earning the attention of the others.

"How so?" Sonia asked.

"You remember what I told you about the Ultimatrix? How Azmuth added a 'Noah's Ark,' if you will, to it?" Ben replied.

"A Noah's Ark in…?! How can a vessel so massive as to hold two of every animal on the planet able to be stored in such a small device?" Friar Tuck frowned.

"Shh," Manic sushed as he thumbed to the children and Nun-Kaka, the Kaka Clan member starting to glare at them.

Friar Tuck sheepishly chuckled quietly before motioning the others outside.

"It's just what Azmuth decided to call the feature. It has the ability to revive any and all species that are stored within Primus while also doubling as a healer for genetic damage," Ben informed.

"So that means Nun-Kaka could have more children and not worry about the 100 limit for their populace?" Makoto pondered.

"Yeah. But she'd have to have an alien DNA in her as well, possibly one that most like her species in terms of appearance," Ben noted, "It was the only way it would work when it came to the Highbreeds."

"Well, think about it like this; they spent their entire species' time inbreeding, right?" Manic pointed out.

"Yeah."

"Well, how long have the Kaka Clan been alive?" Manic asked, turning to Makoto.

"Well…Ano…" Makoto frowned as she began to nibble on the tip of her thumb in thought, "Ano…Oh! I know! Almost a hundred and ten years!"

"So that means their DNA's possible less damaged by a ton," Manic noted, "So you may not have to mix DNA here, dude."

"Really?" Ben blinked.

"That's right!" Makoto exclaimed, "They've been inbreeding since the begging of their race, right? That's why you had to mix up the Highbreeds' DNA."

"I hope I don't have to," Ben frowned at his device before looking at Friar Tuck, "Sir, is it okay if I try it?"

"I don't mind at all. But, uh, you should know that she doesn't believe in that stuff. She believes the Lord will bless her with a cure through prayer," the friar informed, causing the four to facefault.

"Friar Tuck, I am about to sin multiple times in the next few moments with all of them being the same reason," Manic informed.

"The Lord forgives thee," Friar Tuck nodded before Manic let out a flurry of curses, making the friar pale a bit and fall on his rear in shock.

* * *

"The melody was simply soothing, Sonikku," Nun-Kaka whispered as she hugged the blue hedgehog once they had walked out to the back of the church-like structure.

"It was nothing, really," Sonic chuckled sheepishly, "I mean, I kinda based it off that lullaby you hummed when I visited."

"I could tell. I also noted that was your first time playing it, ne?" Nun-Kaka smiled.

"Um, well, y-yeah…" Sonic looked down, blushing, before Nun-Kaka bent down and pecked his forehead with a kiss.

"It was truly beautiful," Nun-Kaka giggled softly as Sonic's face turned red in a blush.

"Th…Thanks…" Sonic got out when they heard a cry.

"Sanctuary! Please! We need Sanctuary!"

"Oh no…" Nun-Kaka gasped before Sonic took her hand and raced off, stopping to a halt near the stairs.

The two felt their hearts break at the sight before them. For lying upon the steps of the sanctuary, a Mobian cat laid. The blood from her fatal injury stained the very steps of it, a Mobian Doberman in deep-amethyst knight's armor, the helmet replaced with an old English musketeer's hat stained purple with a scarlet plume on a side, stood and held a clothed item.

"Again you come upon these sacred steps, Frollo," Nun-Kaka hissed.

"Wait. What's he got?" Sonic whispered.  
"A baby?" Frollo pondered until he gasped upon what was within it fully before growling and pulling out a knife, "A monster!"  
"Stop!" Friar Tuck cried out upon the top of the steps, lightning flashing in the evening skies above.  
"This is an unholy demon. I am sending it back to hell, where it belongs," Frollo informed as the others gazed out, Makoto and Ben hiding just barely noticeable.  
"See the innocent blood you have spilt upon the steps of Notre Dame," Friar Tuck pointed out, almost singing sorrowfully and in an English tone.  
"I am guiltless. She ran, I pursued."  
"Now you would add this child's blood to your guilt on the steps of Notre Dame," Friar Tuck continued in his strange, somber tone, approaching the armored figure.  
"My conscious is clear."  
"You can lie to yourself and your minions. You can claim you haven't a quam. But you never can run from nor hide what you've done from the eyes~" Friar Tuck continued as he waved his right hand to Sanctuary before them, "The very eyes of Notre Dame~~~!"  
Sonic gulped. Friar Tuck was livid. The blue hedgehog could always tell it when Friar Tuck truly tapped into his profession. He would start speak-singing in a way as his voice grew elderly, cold, and very English. It was what made him start believing in religion. As for Frollo, for one time in his life of power and control, Frollo felt a twinge of fear for his immortal soul.

"What must I do?" the Doberman demanded, fear in his tone.

"Let the child live, let it be raised properly without a quam~. To let him live on in the steps of the spilt blood of his mother's upon the steps of Notre Dame~!"

"Fine them, keep the misshaped demon here."

"Here? Where?"

"Anywhere! Just so he is kept locked away so no one else can see. The bell tower, perhaps. And who knows, our Lord works in mysterious ways," Frollo continued as he gave the bundle to the friar, "Even this foul creature may prove use to me one day."  
"And the child's name, that you have given unto my palm~? What will you give to him for a name before the eyes~…The very eyes of Notre Dame?"  
"Quasimodo," Frollo informed before he turned and walked away.  
"So cruel," Nun-Kaka whispered, a tear falling off her hidden face, "'Half-Formed.' Is the child truly that horrid to see?"  
Once the canine walked away, the two ran over to Friar Tuck as the others walked out.  
"Oh my…" Makoto whispered as she gently slid the eyes of the passed-on Mobian shut, managing to place her hands over her chest before rigor mortis was to start.  
"How cruel…" Sonia whispered, looking in the direction the Mobian had left.  
"Well, let's see the little dude," Manic removed the hood of the blanket, revealing a human infant's head, yet with the ears of a cat with a small tail poking out, "Aw…Now how is this half-formed, huh?"  
"He's a mixed blood," Sonia noted before turning to Friar Tuck, "Who was that cruel Mobian?"  
"'Twas Sir Claude Frollo, a knight Robotnik allowed to keep his position from the past," Friar Tuck frowned, his voice still in that state, "He betrayed the very queen we cared and respected for by not fighting to the last. He joins not Robotnik nor those who wish to combat he and his metal fiends. He truly gives no qualms for even the darkest, the most tainted, of his misdeeds. He does not speak to any of this land's place, all he cares for is his 'rightful' space. Yet tonight he has felt it, he has been shown his qualm. Upon these very steps, these most holy of steps…the steps of Notre Dame~~~!"  
Ben knew a few things about those who were religious. And one of the things was that those who were truly followers of their beliefs…they knew fear unlike any other if they were to incur the wrath of their deities. He looked up upon the Sanctuary and shuddered, gazing upon the towering sight that could not go beyond the tall trees. He wasn't religious, yet he could truly feel some omnipotent, omnipresent being gazing upon him for just the briefest of moments when lightning flashed in the sky.

* * *

"The deed is done," Friar Tuck informed as he walked into the room, his robes and visible skin stained with dirt and bits of blood, a dirtied shovel in one hand.

The room was well lit by a fireplace and a few candles. The carpet was a soft shade of red with various shelves filled with books. Nun-Kaka looked up from breastfeeding the infant, a small article of clothing hiding her bosom and the child's head, as Sonia looked away from a fashion magazine and Makoto from a book on Mobius Laws before Robotnik took over. Manic and Sonic were next in, in the same condition as Friar Tuck.

The last one to enter was big, possibly bigger than Rath in terms of size, around 10 feet in height. He had a yellow-armored body and looked much like a robot. His head was similar to a Greek Corinthian helmet with two horns or ears on it, giving him the appearance of an armadillo. He had a gray tail and jackhammer parts on his elbows, wrists and hands, creating the impression that he was is a digging robot. Despite the mechanical appearance, all of these aspects were in fact biological and natural to his race.

He had bolts on his shoulders and had a metal circle on top of his head. His fingers had a small horizontal line design along with his tail. His arms and upper arms and thighs were chain like. The most obvious thing as to his identity was the familiar black and green emblem on his torso.

"Ben?" Sonia blinked.

"Armodrillo," the alien informed, "Helps with making graves for the recently deceased while I used Diamondhead to create a casket for her."

"It was truly lovely, Benjamin," Friar Tuck nodded to the alien as he turned into his human self once more, "Now what to do with the child. I know that…that ruffian wishes for Quasimodo to…"

"Aka-Kaka."

"Hm?" everyone looked at the nun.

"I'm adopting him, Friar Tuck. Therefore, I name him 'Aka-Kaka,'" Nun-Kaka informed.

"…I…I see…" Friar Tuck sighed, feeling the headache form.

"Do you know where we can bathe, Sonic?" Ben whispered.

"Yep," Sonic nodded, "Just so you guys know; there's only three private baths here and there is an entire floor dedicated the bathing because of all the kids that live here. And it's co-ed on that floor."

"Co…ed?" Ben blinked.

"You bath with both dudes and dudettes, dude," Manic chuckled with a sly, barely-noticeable perverted grin.

Ben and Makoto twitched. Sonia narrowed her eyes before sighing and turning to Nun-Kaka.

"Please tell me you know where one of the private baths are," Sonia whispered.

"Ara?" Nun-Kaka smiled with a tilt of her head, "Sure, Sonya."

Manic snickered until Sonia jabbed her thumb onto his neck. Manic collapsed, laughing up a storm, as Nun-Kaka with Aka-Kaka in her arms led Sonia out of the room.

* * *

"Dude, I am serious. You're into chicks with big tits, aren't you?" Manic smirked at Sonic, who was poking the lukewarm bath water.

"What?!" Sonic exclaimed as he and Ben looked at the green Hedgehog as he rinsed himself with a bucket of cold water.

"Y-You're crazy, Manic. Just crazy," Ben noted.

"Nope. We all love big tits. Proof's in the Makoto Boobs and Nun-Kaka Hooters," Manic pointed out, causing the two to blush harder.

"Manic, if you don't change the subject in five seconds, Rath _will_ have a _word_ with you," Ben glared.

"Chillax, dude. It's just us dudes here," Manic smirked before the sliding door opened, letting a nude Nun-Kaka walk in, not even bothering to hide her exposed breasts and womanhood to the trio while still keeping her normal head attire on, "…And I'm in heaven."

"Manic!" the other two squeaked out in cracked voices before looking away from the nun with hard blushes.

"Ara-ara! I'm glad we're all here!" Nun-Kaka beamed as she slid into the bath waters and pulled the two in it into a hug, nuzzling their cheeks as their faces turned bright scarlet.

"N-n-n-n-Nun-K-Kaka…" Sonic squeaked out.

"Even now you get so flustered, Speedy Blue," Nun-Kaka giggled, pecking his forehead, before looking at Ben, "I hope Speedy Blue-chan hasn't been so silly with you, Alien Guy."

"Alien Guy?" Ben blinked.

"Oh, yes. Speedy Blue-kun's last letter talked about you and Furry Girl," Nun-Kaka giggled before gazing at his torso, "Ara? No injuries. You must be a fast healer, Alien Guy."

"Uh…Well…" Ben gulped as Nun-Kaka's impressive assets rub against his chest as she hugged him tightly.

"You were hurt by someone before going in that thingy, Alien Guy, that I can tell," Nun-Kaka pointed out, "So tonight, Nun-Kaka will be Nurse-Kaka."

Sonic's face turned even redder. He remembered when she was 'Nurse-Kaka' last time he was here. It was when he lost his foster parents to Robotnik's forces. The whole time he was there, Nun-Kaka would snuggled with him in bed. Still, it had been her that helped him accept what had happened and helped him get the resolve to do what he believed in. Well, that settled it. He and Manic were going to sleep in the bus tonight.

_'Good luck, Ben, you're gonna need it tonight,' _Sonic thought.

* * *

"I…I think I just had enough with…with just about everything," Ben sighed as he walked into the bus as Manic was tuning up the engine.

"Nun-Kaka in your bed when you woke up?" Manic guessed.

"How did you know?" Ben demanded.

"Bro told me about it when we went to our rooms," Manic explained as he twisted a knob and screwed in a bolt, "When she goes 'Nurse-Kaka' on you, she'll sneak into your room and snuggle with you. But she doesn't do it often unless you were hurt badly like those wounds you had when we first found you and Makoto."

"…I swear I am going to get you both back for not warning me," Ben frowned.

"Oh, come on. What can you do?" Manic smirked before realizing who he was talking to, "Oh yeah…You can go Rath on me."

"Oh no. That would be too easy," Ben smirked, "You'll know it was me, but you just won't know _when_ it was me."

"I see," Manic gulped.

"And just so you know, Nun-Kaka's genetics are okay," Ben informed, "The Ultimatrix does it immediately now without confirmation from me verbally."

"So it's got mental activation, too? Dude, that is tight," Manic smirked.

"Not when it has to copy the DNA in order to fix it," Ben frowned.

"…" Manic began to point and laugh.

"…On second thought, Rath will be seeing you now," Ben frowned as he cycled through the images and slapped the symbol.

The flash of light happened. It faded and didn't reveal Rath, but a new figure. The first, most obvious, thing was that it wasn't male, but female. She wore an outfit similar to Kokonoe's lab outfit, but the arms sewn to hide the hands and went down a foot past them. It was colored black, white, and green with a hood covering her head, hiding her features much like it would for Nun-Kaka, revealing only a white mouth and green eyes. The only visible part was her legs that seemed to be tanned deeply from too much time catnapping in the sun.

"Omni-Kaka!" the neko-onna declared before looking at her cat-like sleeves, "Oh come on, Changing Watch, Omni-Kaka wanted Big Tiger Man!"

"…Ha!" Manic pointed and laughed.

"Shut up, Drum-Head!" Omni-Kaka hissed before swinging her left 'paw' at him, causing barely-visible scratch marks to appear on his face.

"Ah!" Manic yelped as he fell over, holding his face, "Ow…"

"…Omni-Kaka likes this form neow," Omni-Kaka grinned deviously as she went into the bus.

"I swear I am not going to like that form," Manic growled as he got up, still holding his face with one hand before resuming his work…until a squirt of oil sprayed him in the face, "Ah! Ah! Ah! Oil in my scratches! Oil in my scratches!"

"I am so glad we got there first," Makoto, holding a few grocery bags, beamed, "Who knew that Rob O the Hedge could get all that food."

"Well, he has a group of merry Mobians to help," Sonia nodded, "They're the only team that has yet to lose a single member to Roboticization."

"They must be top notch, huh?" Makoto grinned.

"They're one of the best," Sonia nodded before seeing a groaning Manic, covered in oil and cat feathers, "Manic! Oh my goodness, what happened?"

"Never get Ben in a pranking mood. It will bite you in the ass," Manic grunted as he got up, "Dang Omni-Kaka! Scratch to the face, plus oil, and now feathers. I will have my revenge!"

"Omni…Kaka?" Makoto and Sonia looked at each other in confusion.

"Good news, the lady won't have to worry about the 100 limit you gave us. Bad news? Ben got an alien form that's got the attention span of a three-year-old."

"…He didn't," Makoto smiled.

"He did," Manic sighed before Omni-Kaka pounced on him, "Ah!"

"Hiya, Pink Lady, Fuzzy Girl!" Omni-Kaka waved, her brown and white tail wagging happily behind her, "Look! Omni-Kaka got a new alien form!"

"Ben…You're on Manic," Sonia sighed.

"I know I'm on Drum-Head, Pink Lady!" Omni-Kaka mewled before seeing the bags, "Did you bring meat buns? Omni-Kaka's hungry."

"…" Makoto facepalmed, _'An alien form that's acting just like Taokaka…'_

It was then they heard a beeping sound. Omni-Kaka looked down at a red flashing light under her jacket. She moved it and exposed her moderate B-Cup held by two straps attached to her green short-shorts, revealing the symbol on his device was just above the breasts, flashing red. A red light filled the area and faded, revealing Ben sitting on Manic.

"Finally it timed out," Ben sighed in relief, "I couldn't remember how to change into another alien at all when I was in that form."

"My revenge will be swift and painful…" Manic seethed under Ben before the teen got off Manic.

"Okay, guys, it's juice and jam time," Sonic informed as he ran up in a blue blur.

"Wow! You're really fast, Sonic!" Makoto exclaimed in awe.

"Thank you," Sonic smirked before holding up a scroll, "Mom just dropped this off with Robby before they got here for us."

"What?!" Manic and Sonia gasped as they rushed over to their older brother and began to look at the scroll with him.

"She wants us to investigate strange occurrences that are happening a hundred miles east of Kashastan," Sonia noted.

"Home of your favorite mud and Rafi, Sonia," Sonic joked, earning a roll of the eyes from his sister.

"Is this Rafi her boyfriend?" Makoto smiled teasingly.

"…" Sonia zipped into the bus, "Okay, let's get going then!"

"Oh man, he totally is!" Makoto giggled.

"Not really. More like her best friend," Sonic chuckled.

* * *

**"TEACH ME! UM...FROGGY MAN?" A Chibi Omake Segement  
**

**Starring: Azmuth, Carl Clover, Nirvana (Carl Note: That's not her name! A/N: Fine, fine. Ada. C/N: Thank you) and Taokaka  
**

**The curtain raised up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that was kept nice and tidy and organized. Standing on a table was a small alien. It had grey skin and seemed a bit...frog-like in appearance. His large eyes were green with horizontal rectangle irises while he had six 'whiskers' on his face that went down like a beard and mustache. He wore a green robe with silver bands on the shoulders, waist, and neck.  
**

**"Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduced himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Ultimatrix's alien DNA is store within the Codon Stream within. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."  
**

**"Huh? Where is Tao?"  
**

**"What?!" Azmuth turned to see a strange hooded figure walk in, a hand over her mouth, "Again?!"  
**

**"Hey! It's Froggy Man!" the figure exclaimed.  
**

**The figure was a rather unique take on the catgirl archetype with light brown skin and long blond hair tied up into two braids and a black cat tail with a faded white tip. She seemed to wear a beige-colored hoodie with a cat hood and long cat-themed sleeves that covered her arms. She wore a pair of unusually-designed high-heel boots with the same cat theme but appeared to be more fit for a creature with high ankles. She dressed skimpy underneath the hoodie, wearing only red panties with red straps. Her hood concealed her facial features. All that could be seen were a pair of red beady eyes and an ever constant toothy grin that tended to emulate emotions when conveying facial expressions.  
**

**"I am not a Froggy Man!" Azmuth snapped with a tick mark forming on his head before sighing, "Well, let's go..."  
**

**It was then a small boy entered. Azmuth slapping his forehead in annoyance. The figure is a young boy with light blond hair, a fair complexion, blue eyes and wears jam jar glasses. His typical attire consists of an 1800's, higher class, London-style outfit with long white sleeves, ending in purple cuffs, and purple shorts. These are accompanied with purple military style boots which end in steel toecaps, a gentlemen's purple tophat which covers his head, and a short purple cape which is attached to his body by a metal fixture in the shape of an 'X' and has a sort of cowbell hanging from it. The other is a doll. She has short light blond hair and blank eyes, with a crack on her left eye. She wears a purple dress with a white collar, a purple hat with a golden ring, separate sleeves, and longer arms that reach almost to her leg. These two are Carl Clover and ****Deus Machina: Nirvana** AKA Ada Clover, the children of Relius and Ignis Clover, the latter being transformed into a Nox Nyctores much like Ada was by Relius Clover.  


**"Sis, where are we? And where's the strange man with the pocketwatch?" Carl pondered.  
**

**"...Curse you, Paradox!" Azmuth screamed.  
**

**"Whoa..." Carl awed, "Sis, that frog just spoke."  
**

**"He's Froggy Man, Taokaka's teacher about Aliens!" Taokaka beamed happily.  
**

**"My name is Azmuth, you idiot!" Azmuth snapped before sighing, "Very well, then. Let's begin, so get out a notebook and pencil so you can take notes."  
**

**"Yay!" Tao cheered.  
**

**"Wh-What?!" Carl gawked.  
**

**"Well, that's the reason why the Time Walker sent you here; he wants you to learn about aliens for a reason," Azmuth frowned.  
**

**"Um..."  
**

**"..." Nirvana put a hand on his shoulder.  
**

**"...Okay, Sis. I'll listen to him," Carl took out a notebook and pencil.  
**

**"Good. Someone who listens correctly. Alright then, let's begin," Azmuth informed before a monitor lowered itself behind him, turning on to reveal Big Chill's transformation, "This...is Big Chill. He is a Necrofriggian from Kylyys. The homeworld of this species is in a constant winter."**

**"Then how do they eat?" Taokaka frowned.  
**

**"They survive on the snow, metal, and plasma in space," Azmuth replied as the screen showed Big Chill revealing his wings, "Necrofriggians are moth-like aliens who bear a striking resemblance to the cryptid Mothman (a mythological monster from America). Necrofriggians come in blue or white. They have wings that are outlined in black which make them look a little like a butterfly or moth."  
**

**"I see...So, Mr. Azmuth, what can they do besides that?" Carl raised his hand, "oul thy possibly us ice powers?"  
**

**"I'm getting there, child. Good head on your shoulders," Azmuth chuckled as the screen showed Big hill fighting, "Necrofriggians can breathe ice, fly and become intangible. They can also fold their wings and antennae forming a hood and a long robe, giving them a phantom-like appearance."  
**

**"So they like Operas!" Taokaka exclaimed, earning a facepalm from Azmuth.  
**

**"I don't think that's true, Ms. Kitty," Carl sweatdropped as the screen depicted Big Chill's episode involving pregnancy.  
**

**"Necrofriggians breed asexually by laying eggs once every 80 years. They build a nest out of large amounts of metal, mostly iron, from which their babies will hatch, ranging from a few to many. When babies hatch they have an appetite for metal and will first eat the nest, before they instinctively fly to their home planet (if they aren't on it already)," Azmuth explained, "With that knowledge, it should be noted that Ben Tennyson now has 14 Necrfriggian children flying out there in space because of this cycle."  
**

**"Yay! Babies!" Taokaka cheered.  
**

**"Quiet, you!" Azmuth barked, shaking a fist at her, before the screen depicted Ultimate Big Chill appearing, "Now this is the evolved form of Big Chill, _Ultimate _Big Chill."  
**

**"Ultimate?" Carl repeated.  
**

**"Evolved Necrofriggians have red skin and wings instead of blue. Their wings and antennae have fire patterns. They can still go intangible and breathe ice. They can also create "ice flames" (as quoted from Ultimate Big Chill, "fire so cold, it burns"). These work by taking heat away from something until it's frozen," Amuth informed.  
**

**"..."  
**

**"You're right, Sis. Mr. Azmuth? How do they evolve like that?" Carl asked.  
**

**"You can thank the Ultimatrix for it appearing, thanks to its Evolution Feature. The evolution feature worked by placing the selected species in a simulation, right down to the DNA, for an extended period of time, about a million years or so, in what is described as a "worst case scenario"; the actual DNA is then simply modified to match the new DNA. This survival of the fittest routine explains why the evolutions are more combat-centered than their normal forms."  
**

**"Oh my...!" Carl gasped.  
**

**"Oh, so very true," he then turned to Taokaka, his eyes closed, "So, Taokaka, may I see your notes?" Azmuth asked as he opened them.  
**

**"Okay!" Tao beamed.  
**

**She held up her notebook, showing a drawing of Taokaka beating up Big Chill and Ultimate Big Chill and another of Taokaka sleeping or eating meat buns while a third depicted Big Chill making an ice sculpture with tiny 'baby' Big Chills mixed with Kaka Clan kittens. He looked up from it to see Taokaka had fallen asleep, drooling.  
**

**"..." Azmuth groaned, "...This is going to be a looong tutoring. Now for you, Carl."  
**

**Carl nodded. He held up his notebook, showing detailed designs of Big Chill with various notes on the sides and pieces of him circled.  
**

**"Ah, excellent work, Carl," Azmuth nodded, "May I take a look at your sister?"  
**

**"Sis? Why do you want to do that?"  
**

**"From what I can see, you've mainly been taking in detail on the wings," Azmuth informed, "So why not help me help you help her have wings?"  
**

**"Um...Sis, what do you think?" Carl asked, looking up at Nirvana.  
**

**"..."  
**

**"Well...If you're sure. Just don't do anything too bad to Sis, okay Mr. Azmuth?" Carl gulped.  
**

**"It will be fine. If your sister wishes it, you may observe as I give her wings and anything else she may like. Sound fair?" Azmuth smiled.  
**

**"..." Nirvana patted Carl on the head.  
**

**"Sis..."  
**

**"I'm sure that she says that it's fine for you to see," Azmuth smiled, "Plus, this will give you the upper hand on that freak, Relius."  
**

**"You know that man?" Carl gasped.  
**

**"No. But I have observed his information in secret during this little tutoring session," Azmuth informed, "Truly terrible what he's done to you, your sister there, and Ignis."  
**

**"..."  
**

**"If you wish, I may also get Ms. Litchi and Mr. Shishigami to be there for you both," Azmuth gave a small smile.  
**

**"...O...Okay, Mr. Azmuth."**


	4. Assault

**Underground Omniverse**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series.  
**

* * *

**Rebel 4: Assault  
**

* * *

"So…Hot…" Makoto whined as she blasted the AC at full blast in the passenger's seat, Sonic driving.

"This is…kinda nothing for me, to admit," Ben admitted, his jacket off and hanging behind his seat as he played chess with Sonia, "I spent two whole days on a planet that was nothing _but_ desert sands with a lot of vicious aliens on there _and_ a Highbreed that eventually became my friend and ruler of his planet."

"Not too bad," Sonia noted as she moved her bishop to the diagonal right five spaces.

"And you know what? Reiny was _worse_ than the aliens that wanted to eat us at the beginning," Ben chuckled as he moved his Queen a single space to the left, taking the bishop that took his pawn, "Checkmate."

"What?!" Sonia looked down at the board to see that his two rooks were at the sides of the queen with none of her pieces able to move over to block them from getting the King no matter where it was moved, "…I concede."

"Finally. Thirty wins for you, ten ties, and now I have a win," Ben grinned.

"Yeah, yeah. Let's see one of your aliens play it," Sonia frowned.

"Really now?" Ben raised a brow.

"Of course. You seem to either get smarter or less sophisticated based on the alien. I mean, from what my brothers and you told me…" she glanced left and right, "…Everyone wants to sit down and eat popped kernels of corn while you're Rath."

Ben laughed at that. Oh, that was very true. He even had Jimmy record a time he was Rath and he just couldn't resist getting popcorn and eating it while watching himself as Rath fight. He yelled at a crack for tripping him, even. Inside his head, Ben let out a depressed sigh.

He activated the upgraded Ultimatrix and began to cycle through the aliens until finding a familiar head image. He pushed down on the symbol and time slowed for him once more. His bones felt like they were breaking apart and reforming into something new. His head felt like it was expanding further than any human species could as his brain expanded at an alarming rate. What was once five-fingered hands were now a pair of crab-like pincers. His legs, once two limbs with feet, had been replaced with four multi-jointed crab legs. Orange exoskeleton covered his form as his mouth widened into just a pair of teeth connecting his mouth's halves together. A silver and black band appeared around his waist with the symbol on the middle.

"Brainstorm!" the crab alien declared as Sonia finished resetting the board, "Ah, Chess. Quite the marvelous way to prove one's wits, I should inform."

"Oh my, you sound like a noble at the moment, Ben," Sonia noted.

"I do? I had not seemed to have perceived it as such. My eloquence seems to stem from the fact that my cranium capacity has expanded rather voluminously along with my brain," Brainstorm noted before moving the middle pawn ahead two spaces, "Now shall we compete for victory upon this quadrilateral field, my dear Sonia?"

"Flattery will give you no victory, my good sir," Sonia informed as she moved her left Knight up three and left one.

"So what kinda species is this dude?" Manic asked.

"Cease thine words of curiosity, green one. I am in no mood for you lack of sophisticated movements upon my form for I still display a heated unpleasantness for you for your incessant reminders upon the lithe, yet voluminous in the proper areas, figures that your sister and dear Makoto display to us that you continuously deem proper to give comparison to," Brainstorm waved him off as he moved another pawn just a space ahead.

"…I did what in my cup now?" Manic blinked.

"Manic, he means be quiet," Sonia informed.

"…Ohh…" Manic realized before glaring at the alien.

"Checkmate," Brainstorm chuckled.

"Again?!" Sonia looked down to see she was indeed in Checkmate…in five moves, even.

Makoto looked back and giggled. She looked over at Sonic and pointed. The hedgehog slowly the van to a slower pace to let him look over and snickered at the sight. He went back to driving, unaware of Brainstorm's cranium opening up to expose his brain to release a small shock from it to Manic's rear, sending him hitting the roof and then onto his rear.

"Ow…" Manic moaned.

"I do enjoy this form at times. If not for the advance intelligence, but for the electrical currents I can release upon any given opportunity."

"Impressive," Sonia noted, "Remind me to ask you to use this form around Manic more often."

* * *

"Sleet! Dingo! Get in here!" The coyote and dingo entered a control room on a video monitor.

=You called, Lord Robotnik?= Sleet asked.

"Yes. How goes the latest project in Kashastan's outskirts?"

=It's all going north here, Boss= Dingo replied =Just a little bit more time and Bob's your uncle, mate=

"..." Robotnik sighed in annoyance, "Just…Just make sure the project's complete. Knowing our luck, Sonic and his siblings are heading your way. Along with the boy who transforms and the mixed breed."

* * *

"Okay! Who said it?!" Makoto snapped in the passenger's seat, earning everyone's attention, "Someone just called me a 'Mixed Breed!' I just know it!"

"Wasn't any of us," Manic noted.

"Indeed. Such a demeaning term such as that did not exude itself from my vocal chords," Brainstorm informed.

"Nope," Sonia nodded.

"Checkmate."

"Ooh, I will beat you in this form, Benjamin Tennyson…" Sonia scowled.

* * *

=My liege, are you sure this will work?= Sleet asked.

"But of course. If you did it like I instructed you, then when it works, you will have to eat a hat deep fried in garbage…_without_ ketchup and mustard."

=…I still say the Chaos Emerald incident has done something to you both…= Sleet muttered.

"And I still say that if you bring that up one more time, I will Roboticize you. Are we clear?" Robotnik glared, his red eyes glowing.

=Y-y-y-yes, L-Lord Robotnik…= Sleet gulped.

* * *

"Just as the message said," Sonic frowned as he parked the vehicle behind a rather large sand dune.

"I swear I will figure out how to defeat you when you're like this," Sonia growled as Brainstorm chuckled, winning for the last time.

"Then do allow me to quote from Sherlock Holmes; 'If you've eliminated the impossible, whatever is left, no matter how improbable, is likely the truth,'" Brainstorm informed before turning back into Ben.

"Okay. New rule for Chess: No Brainstorm allowed," Sonia frowned as she sent an even glare at them.

"We'll see," Ben joked.

"I guess even out here, the pollution's strong," Makoto looked up at the sky, sunglasses on her face, and saw the pollution coating the sky, "There's always a problem with the planet."

"Hm?" Manic looked over at Makoto.

"On my planet, we can see the skies above, but we can't survive the land. Here, we can survive on the land, but the skies above are kept away from us," Makoto pointed out, giving a dry chuckle, "I guess it's not meant to be for me to be on a world where both land _and_ sky will let me be able to see and enjoy both."

"…" Ben put a hand on her shoulder, getting her attention, "It'll work out, Makoto. I'm sure once Robotnik's done, we can get those skies cleared."

"…" Makoto nodded before walking away from him.

It wasn't about the sky for her. It was about how she always seemed to be somewhere where life was just unfair. In her old world, her mind had been plucked at by a man that loved the color of roses with his puppet actually being the dead body of his wife and her life there ended by a ghost of a man. Here, it was almost just as bad here since the man ruling it had taken over in a coup, polluted the skies, seas, and land for multiple places, _and_ was turning the populace into robots with no free will.

"…Makoto?"

"Huh?" Makoto shook her head before turning to Sonia, "What'd ya say?"

"I asked if you were good to go all out on destroying this place," Sonia frowned.

"Oh. You bet I am!" Makoto nodded as she strapped on her tonfa.

"Great," Sonic grinned, "Let's do it to it!"

* * *

The structure was massive. It was painted tainted shades of red and gunmetal and raised high in a tower-like design. At the very top was a spinning four-pronged device, shooting a red beam into the air, the dark, polluted clouds above swirling around it.

"What is that?" Sonic pondered.

"Looks like a transporter beam," Ben guessed.

"What do you mean, dude?" the four turned to Ben at Manic's question.

"…You don't have teleporter beams here?" Ben asked, earning head shakes from the hedgehogs.

"Doesn't look like one I've seen before," Makoto admitted.

"Well, it seems to be in a development stage," Ben pointed out, thankful that he had done his studying on alien technology when he was thirteen, "I mean, the clouds aren't supposed to do that if it were properly working. That means they're a slight chance of something dangerous happening to the one that uses it."

"Freedom Fighters," a SWATBot informed nearby as more began to charge at them.

"Here we go again. It's Hero Time!" Ben declared.

"Been itching for a fight," Makoto grinned as she assumed a fighting stance while Ben slapped his device.

"Omni-Kaka! My nails are itchin'! Here I go, meow!" Omni-Kaka cried out before lunging and slicing apart the SWATBots with her 'claws.'

"Attagirl!" Manic cheered before Omni-Kaka hissed at him, "I mean…Attaboy!"

"You think he got the wrong pick again?" Sonic asked as he whipped out his guitar while Sonia summoned a keyboard and Manic creating a ten-piece set of drums painted gold and white.

"Probably. I saw him wanting the picture of that dinosaur guy he told us about, but his finger went a bit too far to the left on that last spin and ended on hers," Manic pointed out, his eyes trained to see great amount of detail in order to do a heist to perfection.

"Rowrl!" Omni-Kaka hissed as she landed in the arms of one SWATBot before clawing its face off literally.

Manic began to lay a downbeat on his drums, causing the ground to rumble. Rock spikes erupted from the sands, impaling various SWATBots and blowing them up. Nearby, Makoto slammed a tonfa into the 'gut' of one, sending it crashing into others, breaking them all apart. Sonic began to strum his guitar, causing multiple lasers to shoot out between the two heads of it as Sonia gripped the keyboard like a gun and began to fire magenta lasers from it. Eventually, the group finished the last SWATBot as Ben's Ultimatrix timed out to let him change back.

"Ugh…" Ben groaned, shaking his head, "I think that Omni-Kaka is _worse_ than Rath for my personality."

"You mean like how she acts like a five-year-old?" Sonia pointed out.

"No. She acts like when I was ten before I got the Omnitrix," Ben pointed out.

"…Ha!" Manic pointed and laughed, earning a slap to the back of it by Sonia.

"We'll split up here," Sonic informed, "Manic, you go with Ben and Makoto. You guys create a distraction while Sis and I head in to disable the thing."

"On it," Ben nodded.

"This is going to be _sweet_," Manic beamed, twirling his sticks, before pulling out a metal sphere with a clamp on one side.

"What is that?" Makoto asked.

"A bomb," Manic replied before throwing it at a side and clamped down onto it, "Now everyone duck and cover!"

Sonic grabbed Sonia and raced off in a blue blur as the trio jumped behind a sand dune. A loud explosion erupted from the device as it went off, demolishing the small part of the side that it was attached to. Within minutes, a swarm of SWATBots erupted from the hole and charged at them. Ben quickly activated the Ultimatrix and slapped down on it.

"Big…Chill!" the Necrofriggian declared.

"What's that gonna do for us?" Manic frowned.

"This," Big Chill replied.

He slapped the symbol once more. Four spikes emerged from the sides to make an 'X' overlapped by a circle look to it. A wave of green energy washed over him as it erupted from the device. He grew slightly taller as the blue turned to various shades of a burning flame-design. A fire-themed 'mask' formed on his face as he felt the power of the DNA evolve to…

"_Ultimate _Big Chill!" the Ultimate Alien declared, "Now you're dealing with fire so cold it _burns_!"

With that, Ultimate Big Chill inhaled and exhaled not a blast of cold air, but a massive wave of flames. As they washed over the robots, the flames didn't melt. However, they turned the robots into blocks of frozen ice. As Ultimate Big Chill flew over the robots in their path, he continued to freeze them with his flames. Manic spun his drumsticks and swung them like spinning saws. Both weapons tore apart any frozen machine in their path before turning and being caught by the green hedgehog. He and Makoto charged after the Ultimate Alien, destroying the machines in the area.

* * *

"There it is! The controls!" Sonic exclaimed as they entered what appeared to be a control room with a computer set up before a spinning dodecahedron-shaped machine roughly five times the size of the two hedgehogs.

"We'll only have ten seconds after I finish installing this bomb," Sonia informed, "It will send out a virus through all the systems this one is connected to before detonating."

"Right sis. Heh. Ten seconds will be easy enough for me," Sonic grinned as Sonia began to install it.

"Uh oh. Sonic, the location that this beam is connecting to...it...it's Robotropolis," Sonia gulped.

"Major bummer," Sonic scowled, "If this thing works, then Robotnik will have a way to send captured Freedom Fighters and innocents to his place for Roboticization."

* * *

"Uh oh…" Manic paled as two giant SWATBots emerged from hidden underground containers.

"I'm on it!" Ultimate Big Chill declared as he slammed the emblem.

Ben felt time slow down once more. His body felt like it was getting bigger and bigger, reaching around twelve feet in height. A tail emerged from him as his body was coated in tanned scales. The muscles on his face grew around the eyebrow areas to give him a glaring look. A green bandolier formed on his muscular torso with the Ultimatrix emblem on the middle while his feet turned into feet akin to a Stegosaurus.

"Humongasaur!" the giant dinosaur roared.

"He's huge!" Manic gawked.

"Yep. I'm living large!" Humongasaur declared.

It was then he began to grow…and grow…and grow! He easily reached up from his twelve-foot height to that of a sixty-foot giant, towering over the giant SWATBots by a decent thirty feet. As he grew, his dinosaur features became more pronounced, growing Stegosaur-like plates on his back, a crest on his forehead, and spikes on his tail. Also, on his shoulders three plates separated and grew, giving him a more ferocious look. Humongasaur roared as he spread out his arms before slamming one of the SWATBots into the ground, crushing it. He then grabbed the other one and ripped it in two. He was about to shoulder charge into the tower when a green slime-like substance blasted him, knocking him over. He growled as he tried to get up…only for the Ultimatrix to time out, leaving Ben stuck in the slime.

"Aw man…" Ben groaned as Sleet hovered down on Dingo, his body reshaped into an orange floating throne, "These two again?"

"You jerks!" Manic growled before he and Makoto jumped back from another shot Sleet fired from a wrist-mounted device on his arm.

"How do you like my new Super Hydraulic Incapacitating Trigger?" Sleet asked, showing off the device.

"…" Makoto pointed and laughed, "S-H-I-T! The thing spells 'Shit!'"

Manic couldn't help but laugh as well. Dingo snorted a laugh in his throne state as Sleet's left eye twitched violently.

"Why you…Wh-Who are you, anyway?" Sleet demanded.

"You first, ugly," Makoto pulled her tongue down and blew a raspberry.

"Uht!" Sleet flinched before narrowing his eyes at her, "Why you little…"

It was then the tower began to rumble and groan loudly behind them. The five turned to look up at the structure.

"Ooh boy…" Manic paled before realizing where Ben was, "Crap!"

"What's wrong?" Makoto asked before seeing Ben, "Nuts!"

The two ran over to him and were about to help pull him out of the slime when Sleet got them both in the backs and sent them spinning on top of Ben, leaving Ben in a compromising position of Makoto's bust cutting off his oxygen supply while also leaving Manic stuck to Makoto's back by his noggin.

"Dude…uncool," Manic frowned at the laughing coyote as he flew off as the light on the tower began to grow brighter as the tower began to collapse, "We're screwed."

* * *

"Aw man…Where are those three?" Sonic frowned as he paced around the bus.

"Calm down, Sonic, I'm sure t…" Sonia began before they saw the tower collapse in on itself and shoot out a final, massive burst of its energy into the clouds, dispersing them once the beam ended.

"No!" Sonia cried out before the light faded, revealing only a crater.

"No…" Sonic gulped, falling to his knees, "Robotnik's got them now."

* * *

**"Tutuor me! Azmuth." A Chibi Omake on Aliens**

**Starring: Azmuth, Taokaka, Carl Clover, Aya Clover (Nirvana), Bang Shishigami, and Ms. Litchi.**

** The curtain rises up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that is kept nice and tidy and organized. Standing on a table was a small alien. It has grey skin and seems a bit...frog-like in appearance. His large eyes are green with horizontal rectangle irises while he has six 'whiskers' on his face that go down like a beard and mustache. He wears a green robe with silver bands on the shoulders, waist, and neck.**

** "Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduces himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Ultimatrix's alien DNA is store within the Codon Stream within. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."**

** "What about meow?"**** Azmuth looks over at Taokaka and Carl, Nirvana sitting beside Carl in a seat as well with her arms crossed and her head resting on them.**

** "And these are my two students, Taokaka and Carl Clover. Don't mind them too much," Azmuth waves the two off.**

** "Now remember, Carl; let her rest."**

** "That is correct. She has just recovered from gaining wings, after all."**

** Azmuth sighs, "Ms. Litchi…Bang Shishigami…"**

** Bang is a young adult man with spiky swift back, slightly long brown hair, and hazel eyes. He has a long, X-shaped scar across his face. He wears a dark green modified ninja outfit with a big red scarf, silver gauntlets, black fingerless gloves, dark green harama pants that expose his thighs. He carries a giant nail on his back. **

** Litchi is a young beautiful, sexy adult woman with long black hair tied into a bun, pink eyes, pink lipstick, and big boobs. On top of her hair is her pet panda, Lao Jiu. She wears a stylish Chinese doctor uniform with long white sleeves, a yin and yang brooch ribbon, a red vest, and a skirt dress that exposes her thighs.**

** "It's quite invigorating to learn about new allies to justice!" Bang declares with a hearty laugh.**

** "Bang, if you don't be silent during this whole thing, I _will_ force you to eat Bell peppers the entire time," Azmuth threatens.**

** "Ulp," Bang steps back.**

** "Good. Now then, let's begin yet again," Azmuth informed as the screen rolls down and begins to display Ben turning into Brainstorm, "This…is Brainstorm. He is a Cerebrocrustaceans, which are a crab-like species from the Encephalonus system."**

** "Crab?" Taokaka drools as the screen shows a detail diagram of Brainstorm.**

** "Cerebrocrustaceans closely resembles giant red-brown crabs and have red/brown exoskeletons with small spikes around the face and on top of their head," Azmuth informed. A Cerebrocrustacean's head is very large with arms sprouting from each side," Azmuth informs, pointing to each part, "Cerebrocrustaceans have claws, six spider-like legs and a stubby torso. A Cerebrocrustacean's face is composed of only eyes and a mouth. For Brainstorm, the emblem and belt on him allow the alien to breathe on land."**

** "Excuse me, Mr. Azmuth?"**

** "Yes, Carl?"**

** "What is the difference between male and female Cerebrocrustaceans?"**

** "Excellent question, Carl. Unfortunately, we are currently unaware as to what the female of this species looks like because the women are all stay at home, so to speak," Azmuth admits.**

** "Oh my. That seems dreadful for the women there," Litchi notes.**

** "True," Azmuth nods as it began to show Brainstorm in battle and beating one million supercomputers in chess, "Cerebrocrustaceans are able to open the exoskeleton plates on their head to reveal an enormous brain. This lets them, by thinking hard enough, produce electrical storms, generate and shoot electricity and generate force fields from their brain. Cerebrocrustaceans can encase other things in force fields and move them around. They are extremely intelligent, making them speak in a higher diction and can shoot electricity from their pincers."**

** =Impressive. Truly mind over matter for these beings= Bang holds up a sign.**

** "Indeed. Now then, let's move on to a bit of their history," Azmuth informs as the screen shows four planets surrounded by storms, "Primitive Cerebrocrustaceans took advantage of the storms surrounding the Encephalonus planets and it in turn resulted in the destruction (by using up all resources) of the planets from Encephalonus to Encephalonus III. By the time they arrived at Encephalonus IV, Cerebrocrustaceans had evolved in order to create electricity instead of taking it away from the environment. Modern Cerebrocrustaceans are deeply ashamed of their ancestors being responsible for the destruction of Encephalonus and the two other planets in their solar system."**

** =How dreadful. A species that had to lose so much just to evolve= Bang notes.**

** "True," Azmuth nods as he turns to the two students, "May I see your notes?"**

** "Okay!" Taokaka cheers.**

** She hands Azmuth her notebook. He looks in and sighs, expecting the results. The book was filled with drawings of Taokaka beating up Brainstorm, eating Brainstorm with the children in the Kaka, and her using Brainstorm's carcass as a bed. Carl hands Azmuth his next. In it was a detailed drawing of Brainstorm with various notes in it.**

** "Excellent job as always," Azmuth nods before facepalming as Taokaka gropes and presses her face into Litchi's bust, Bang looks flustered as he turns away, "Good heavens, Taokaka!"**

** "Tao, that's enough!" Litchi orders in a heavy bush as she pushes away the catgirl, "Please don't do that for the rest of today and I'll make you some yummy Meatbuns."**

** "Yay! Meatbuns! Thanks, Booby Lady!" Taokaka beams as Azmuth feels a headache coming on.**


	5. Rage beyond Reasoning

**Underground Omniverse**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Transformers, Ben 10 Series, or the BlazBlue series.  
**

* * *

**Rebel 5: Rage Beyond Reasoning**

* * *

**=Commence prisoner transfer=**

A light rain fell upon the polluted, corrupted city of Robotropolis. The once-pristine castle of the royal family had become a facsimile of itself, turned into an egg-shaped fortress of steel and pollution. Four SWATBots, gunmetal in color with glowing purple 'vein' designs on the arms, legs, and chest, walked between Ben, Manic, and Makoto. Manic's neck-and his necklace-had been covered by a silver collar while Ben's left lower arm was covered in metal to prevent him from using the device.

"Move it, Freedom Fools!" a fifth one behind them, armed with lasers on both arms, ordered as he punted Manic's rear.

"Ah! Asshole!" Manic spat.

"Don't worry, Manic. I'm sure we've all been in tougher spots than this," Ben noted.

"Wow. Robotnik's sure amassed a metal military, huh?" Makoto noted, looking at the various SWATBot forces that were around, some on the ground and some even flying.

"Quiet!" the fifth SWATBot snapped before they were all scanned by a red light.

**=Data signature confirmed. Opening main gate=**

"Welcome to Robotnik Castle," the SWATBot sneered, taking lead.

Makoto whimpered as she began to hear agonized screams from within. The fortress was massive on the inside. Not one bit of the original castle remained, all of it replaced by various metals of colors akin to gunmetal and scarlet. A SWATBot with a yellow and red design noticed them and bumped another's shoulder.

"Hey look. That's one of the Royal Siblings!" the robot gasped.

"Heh. He doesn't look so tough," the bigger, sickly-green and gunmetal SWATBot snorted as the trio were stopped before a screen that depicted Robotnik.

"Lord Robotnik! Your prisoners have arrived! Your new weapon, though it got destroyed, worked and brought these three right to us," the leader informed.

=Model 244312, take them to the _special_ Roboticizer I've set up just for the Royal Family and any of their closer allies= Robotnik ordered with a delighted sneer, the leader nodding in confirmation.

"Move it, prisoners!" the leader ordered once the screen went off.

"So…That's your name, huh?" Manic asked.

"I said 'quiet,'" the SWATBot growled, "But if you must know, the name's 'Onslaught.' We all look like one another, so we detail our armor and give ourselves codenames."

"Name's 'Blast Off,' because I love seeing thing shoot off into the sky and then 'Kaboom!'" one to the left of them cackled.

"Got the name 'Brawl' because I'm always in the mood for one," the other one on the left chuckled.

"Vortex," the one to the right of Makoto stated.

"I am Swindle. Once you three are Roboticized or not, come and see me sometime. For the right price, I can set you three up with some custom stuff," the other on the right chuckled until Onslaught slapped him on the back of the head.

"You and your underground dealings, Swindle," Onslaught sighed in annoyance.

"What? I may have been made by the fat guy, but if you've got the money, I've got the stuff," Swindle smirked.

"Just keep moving!" Onslaught ordered.

"Boy, your leader's a bit of a jerk," Manic whispered.

"Oh, that is. But he's got a soft spot," Swindle chuckled as they entered a long walkway.

"Uh…Are those…caskets?" Ben paled as he looked over a side.

"Yep," Blast Off chuckled, "You see, we have a few rare instances where Roboticization doesn't happen, but the Mobian in question being torn apart into a bloody pulp."

"Don't worry about it. We only have that once every 1000 Roboticizations. So far, we've only had 900 of them since the last death," Vortex tried to comfort to no avail.

"That's not making me feel any better, dude," Manic gulped.

"You know what's interesting, though? Our last 1000th Mobian that was Robiticized didn't die," Blast Off noted, "He got freed in the process of the thing and only ended up with robotic legs. How weird is that?"

"Enough! You four, don't talk to the prisoners! Prisoners, just shut up!" Onslaught ordered.

"Okay, okay…Yeesh," Manic snorted, _'So…Rafi was their last 1000th Mobian…'_

"Oh, look. We're just in time to watch a Roboticization," Brawl chuckled as they stopped.

Ben and Makoto glanced to see Manic was perfectly hidden by Vortex so the Mobian behind the glass wall across from their right would not see him. The Mobian was a red female hedgehog with her long quills going down to her hips. Her soft, emerald eyes, showed her 'inner flame' in them as she walked onto a circular pad. Ben blushed a bit when he saw that the hedgehog had been stripped of all her clothing, exposing her bare figure and a star-shaped scar on her back to the world. She didn't appear to care. All she did was just give a motherly smile.

"Any last words?" a purple SWATBot asked, its head replaced by a single red optic, as it began to type down various commands.

"Only this…" the hedgehog informed, her voice British in nature, "My sons will come. They will strike you down and you will never know it was them."

"That is completely illogical. You have already told me they will strike me down," the robot stated.

"And that is why Robotnik shall fall and you robots will be dismantled for your sins," the hedgehog continued to give her motherly smile.

"…" the SWATBot's red eye began to glow, as if it were trying to glare at her.

He pulled a switch and a metal tube covered her. It raised up to reveal a glass tube now covered her with a strange laser aiming at her from above.

**=Mobian to Robot Transformation scheduled in T-Minus 5…4…3…2…1=**

A sickly red light shot down and struck the hedgehog. She did not give the one-eyed SWATBot any satisfaction of screaming in pain. Ben and Makoto could only stare in shock as they watched as what was once skin and fur began to turn into cold metal. The eyes melted, revealing black optics that held red 'irises' within. The quills sharpened out, turning into blades. The glass container went into the ceiling and the Robian just stood there, still giving the motherly smile the Mobian before had.

"Even Roboticized, you still are illogical," the one-eyed SWATBot sighed, "Robian 4242341, report to the Assignment Room."

"That was…" Ben shuddered as Makoto pressed her head into his chest, trembling.

"And just think; that is what you guys are going to endure next!" Onslaught laughed before pushing them on ahead.

Manic didn't respond except for just moving ahead. He didn't speak. He didn't look ahead. He just walked, his messy quills shadowing his eyes, a tear falling from the left one.

* * *

The trio was eventually forced into a floating cage, set up just like the one Manic, Sonia, and Sonic had been in just a few weeks ago when they first met Ben and Makoto. A hole in the ceiling opened up as a Roboticizer decorated with gold and jewels lowered itself, followed by a floating throne that held the fat, egg-shaped warlord Robotnik, Sleet and Dingo holding onto the sides of the Roboticizer.

"Well, well, well…If it isn't our new factors," Robotnik noted as he glanced at Ben and Makoto before settling his eyes on Manic, "And the youngest of the Royal Siblings? This just keeps getting better and better."

"Stop messin' around! I won't let you lay one finger on the ones I hold dear, my friends!" Makoto growled.

"Oh, really now?" Robotnik smirked, "Then perhaps _you_ will be my first Roboticized being of the day, hm?"

"No!" Ben gasped.

Robotnik pressed a button on his floating throne. The Roboticizer opened up in the middle before two robotic hands zipped out and opened the cage. Before either male could stop them, the arms grabbed Makoto and shot her into the machine, sealing her within the glass casing. Makoto slammed a fist onto its surface, only for the limb to bounce back a little.

"The glass casing is interlined with multiple layers of diamonds too small for you to see," Robotnik smirked.

Ben growled as he tried to slam his hands on the bars. He cried out as he was electrocuted and sent into Manic. The two groaned as they slowly started to get up. Robotnik just sneered at them both as Makoto looked up at him with defiance in her eyes. Ben blinked and felt the harsh scents flare his nostrils. The scent of flames burning, metal melted and being melted, and the copper taste of blood. A king-themed knight stood before a chopping block, a red-haired girl, possibly 17 in age, having her head resting upon it while her arms had been severed, giving the same look Makoto was to Robotnik. Ben's eyes widened, the pupils in them shrinking down to the size of dots. The image vanished and a light caught his attention…a _green_ light.

"What's h…?" Ben began before a flash of green light erupted from the Ultimatrix.

Time slowed for Ben once more. His bones and skin all felt like they were on fire. As if he was being struck with boiling magma. He could feel his blood turn from that to a strange cyan liquid, glowing bright and powerful within the veins. He felt himself get tall, very _very_ tall. He could probably rival a two-story house, perhaps three-story. His muscles felt as if they were changing into a strange metal, same with his skin. Red spikes emerged on the sides of his back as his form turned a mixture of bronze, topaz, gunmetal, and silver in color with panels of glowing scarlet. His torso bared the Ultimatrix emblem. His head reshaped, turning a deep obsidian or gunmetal in color. His mouth vanished into a guard while his eyes had reshaped not into a green, but a _red_ visor, giving him an intimidating appearance. The casing that was on his Ultimatrix limb broke apart due to his larger size.

**CUE: FALL OF CYBERTRON – CITIES IN DUST**

"Grimlock!" the robot roared before looking at himself, "Hm? I did not know this alien was in it."

"So you're able to turn into a robot as well? Hmm…Time to do a little hacking," Robotnik smirked as he pressed a button on his throne, causing Grimlock to grab his head in pain.

"Don't get…in my…head!" Grimlock grunted, a red aura starting to form at the bottom of his feet.

"Ben!" Makoto cried out in the Roboticizer, struggling to get out of her chains.

"You…tried to…hurt Makoto…and…our friends…" Grimlock struggled to get out, the aura rising up slowly.

"Ah, still trying to struggle for control? Well, you won't last much longer," Robotnik sneered, "What?-! Not even a full millionth percent?-! What kind of encryption do you have?!"

"Rrrrr…" Grimlock growled and grunted, holding his head as his body trembled, before grunting, "Nothing…feels right. Hard…to…think." _'Must…get out…of here. Everything's…different.'_

"Stop it!" Makoto cried out in the container, "You're hurting him, you fat ass!"

"Quiet, you!" Sleet ordered before pressing a button on the controls, causing Makoto to cry out in pain as she was electrocuted before the current was turned off, letting her slump to her knees.

"Aaaaaaaaagh!" Makoto cried out during the electrocution, earning Grimlock's attention as the aura rose up to his waist.

"Uh…B-Ben…" Manic gulped as the aura suddenly started to bubble up faster, the red glowing parts of his body getting even brighter as the visor on his face started glowing a solid white.

"You…hurt…_Maaaakotoooooo!_" Grimlock roared out, his body erupting in the red aura, coating the area in it for a few seconds, before a strange black hilt and long bar attached to it extended from his right hand before orange-red energy blades went up both sides to form a katana-shaped double-edge sword.

"Don't let him escape!" Robotnik ordered as Grimlock began to slam his left onto the bars of the cage, the electricity shooting off them not even fazing the massive mechanical alien in his state of frenzied roaring and powerful swings from his sword.

"Dude, I'll pick the lock and…" Manic gulped before yelping when Grimlock stabbed him sword into the cage's bottom, piercing through all three layers, near Manic.

"No tha**nks,"** Grimlock growled, **_"I'll free myself!"_**

He then slammed his right fist into the ground before it began to shift into something else. His entire body began to open up and shift around. Manic gulped as he moved as far as he could to the back of the cage, Grimlock's shadow getting bigger and bigger until he was three times his original height, tearing right through the cage containing the duo. His arms and hands were now his legs and feet, his legs the tail. Towering over them was now a massive robotic T-Rex. Grimlock let out a roar before swinging his tail and shattering the Roboticizer just above where Makoto's head was nanoseconds before she ducked.

"Dude," Manic squeaked out in awe…and fear.

**"Rrrrr…"** Grimlock looked over at Sleet, the area around his jaws superheating to the point that the air was visible.

"Eep," Sleet squeaked before pulling out his remote, "You dummy, fight him!"

He pressed a button on his remote and zapped Dingo. Dingo grunted before transforming into an orange version of Grimlock with Dingo's nose, glasses, and eyes replacing Grimlock's. The two T-Rexes growled as they circled each other. Dingo charged until he was blasted in the face by a concentrated blast of flames erupting from Grimlock's mouth.

"Whoa…" Makoto awed as she jumped out of her shattered container's new 'sky opening' while Manic ran over to her.

"Is that…really Ben?" Manic pondered as Grimlock clamped down on Dingo's neck before ripping it from his body, causing Dingo to change back into his normal body, panting in fear of almost being killed.

"The bloke's playing for keeps, Sleet! The bloke is _playing for keeps_!" Dingo screamed as he picked up Sleet and shook him with each word before he ran off as Grimlock changed back into his robot form.

**"_No one_ controls _me_!"** Grimlock roared, his sword out once more as he began to swing it at Robotnik, who was barely avoiding each swing, **"I'll rip you to _shreds_! Rrrrrrrrraaaaaaaaaaaahhhhhh!"**

"Rrr…" Robotnik slammed a fist onto his console before his throne flew off threw a hole in the ceiling, "This isn't over!"

"Great job, Ben!" Makoto cheered as Grimlock's blade went back into his hand while he panted and the aura faded away, "Oh man! That was just so awesome! You turned into a _huuuuge_ metal dragon!"

"Tyrannosaurus Rex," Manic corrected, "A _fire-breathing_ one at that. …Ben, I can honestly say that this form…yeah, it pretty much scares the crap out of me, dude."

"I don't care," Grimlock growled before ripping open a metal wall, revealing startled and frightened Mobians behind it in cells, "You all get out of here now. This is prison break."

"Jail break!" Manic cried out before he and Makoto began to help get them out of the destroyed cells.

"I'll take care of the opening," Grimlock growled before tearing open another opening in the base by kicking it with his left foot, tearing the right side open with both hands, and then pushing the other into the wall it was part of, and began to create even more in a path to the outside, crushing any robots in his path, "Go now! Flee from Eggman!"

"Eggman?" Manic repeated before he fell over, laughing, "Eggman! I…I love it, dude!"

"Awesome, Grimlock!" Makoto cheered.

"Not bad…for a walking tank," Manic pointed out.

"Shut it, Manic," Grimlock growled.

A beeping sound went off and he looked down at his symbol. He snorted before changing back to Ben in a flash of red light. Ben groaned before he started coughing into his hands. He looked down at his hands to see blood…his blood.

"Ben!" Makoto cried out as Ben fell over, passed out.

* * *

"I don't get it. Why is it that all of Ben's other forms not cause him an injury, yet this new one, this…what did you call it again, Makoto?" Cyrus pondered, turning to the worried, cloak-wearing Beastkin.

"Grimlock," Makoto replied, never once having her form turn away from the unconscious teen in a medical bed.

"Thank you. Why did this Grimlock alien cause him injury?" Cyrus pondered.

"No clue, dude. Maybe there's somethin' up with his Ultimatrix," Manic noted.

"Well, whatever it is, we'll need to keep Ben here for study on his recovery," Cyrus noted.

* * *

"Hmm…" the one-eyed SWATBot tapped his fingers together as he watched video of Grimlock's time in Robotropolis on loop, "A machine that transforms to this level…It seems that I have a new…_project_…to enjoy."

He glanced over at five stacked pods, containing the five SWATBots in charge of delivering the trio to Robotnik. Each one was set up into a middle, a left arm, a right arm, a left leg, and a right leg in terms of position when looked at in direct view of the five pods.

* * *

**"Help me! Professor Kokonoe!" A Chibi-style Omake**

**Starring: Professor Kokonoe, Iron Tager, Ragna the Bloodedge, and Sonic**

** The curtain lifted, revealing something of a dark unlit lab…Said lab being somewhat messy. Then a spotlight sparked to life, revealing a fairly young adult catgirl with a slim body, wearing a large scientist like jacket with abnormally long sleeves that end up looking like paws, with cuts made in them allowing her slender arms to slip through, red pants with two long pink tails with white tips coming from the back, and high-heeled sandals. Her hair was pink, tied in a style consisting of a long ponytail backing up longer tufts resembling large cat ears which tend to overshadow her actual cat ears. Her eyes were a golden-amber with visible bags under them, possibly due to over-working, and she was also wearing glasses. With a certain elegancy, she began to speak.**

** "Hello lost children. I am Professor Kokonoe, lord and master of the Sector Seven laboratory," She paused to push her glasses back into place briefly, and then began to speak again, "…Well, OK, we aren't in the lab at the moment. This place can sort of be temporarily moved into the Boundary. Well, simply put, it's a mysterious room. A mysterious room where you can do anything you want. To be honest, it's a paradise for all those sad, little children who couldn't make it to the true ending. A sort of Avalon. If you're one of those nutbars who's all 'I don't need help,' or 'I want to unlock hidden stuff,' or 'I'll just look for a flowchart online,' then you can piss off."**

** She proceeded to sigh.**

** "Anyway, my job here more or less is to do three things every five chapters. First: Answer common questions that I believe most people are asking. Second: To do a little re-cap of what happened in the past five chapters for you idiots who decide to skip them to get to the good parts in later chapters. And finally, give out supporting information to further your understanding of the terms of BlazBlue and Ben 10," Kokonoe proceeded to glare at you, "One thing I would like to make clear now, is that _none_ of the actions in this segment are considered cannon to the story, regardless of how crazy, funny, or even lovey-dovey it is. If I get _one _message asking about if this was cannon or not, I'm castrating the sender of said message with a cattle prod and a rusty knife!"**

** Kokonoe proceeded to sigh once more. It was rather repetitive for her at that point. She began to speak yet again to you, the reader.**

** "Very well. Now that that's out of the way, lost children of the day…you may enter," She ordered, and suddenly the whole lab lit up and Kokonoe took a few steps back.**

** As if on cue, the sound of a metal door sliding open echoed in the area. Ragna the Blodedge and Sonic the Hedgehog entered, walking into the middle of the lab.**

** "Huh? Oh, hey Professor Kokonoe!" Sonic grinned as he waved to her.**

** "Where the hell am I now?!" Ragna demanded.**

** "I see you still haven't fixed the door's problem," Sonic noted.**

** "Shut up! Bastard…" Kokonoe muttered.**

** "Look, big guy, we're in this special room in this 'Boundary' place and we won't get let out unless she gives us advice or something like that," Sonic explained.**

** "As if I want her damn advice!" Ragna growled before Kokonoe began to pull on his cheeks like she did with Kevin in Chapter 1.**

** "Look, bub, we don't have a lot of time for this," Kokonoe snorted, "We need to get on with this!"**

**QUESTIONS**

**"Okay. Let's start with Questions we've got in Reviews and PMs. So far..." Kokonoe looked over at the 'IN' Box and frowned, "Well...We _are_ a new story here and not many probably have watched/played all three series."****  
**

**"Well, let's start with seanzilla115's question," Sonic noted, "Characters that appear will appear when he wants them to. He's trying to keep the main cast small so everyone gets a line in."  
**

**"This one's from him, too," Ragna looked at it and glanced at Sonic and snickered.  
**

**"What?" Sonic took the question and read it, "Um..." blushes, "Well...Um..."  
**

**"That pairing will show themselves once they show themselves," Kokonoe informed before reading the last review, "...A5L..." her eye twitched, "I am calm...I am always calm..."  
**

**"No you're not," Tager pointed out before Kokonoe screamed and pounced on his face, claws extending from her fingers, "Oh dear..."  
**

**RE-CAP**

** "Okay, it's time for the Re-cap portion of our little get-together," Kokonoe informed, "Tager, this is your alley."**

** "Why is it my alley?" Tager asked in annoyance, his face covered in claw marks.**

** "Because you're the one with the camera installed in his eyes," Kokonoe smirked like a cat.**

** "I swear that you're a pervert more than a scientist…" Tager sighed with a shake of his head and his arms shrugging.**

** "Just shut up and do the damn review!" Kokonoe barked.**

** "Ha! You just told him to shut up. How's he supposed to do the re-cap when he can't talk? Dumbass," Ragna smirked.**

** "…Go eff yourself, Ragna!" Kokonoe snapped.**

** "I'll do it," Sonic volunteered, "Well, since this is chapter five, not much has happened. So far, it started when I met the professor here and she gave me a map that led me to Ben and Makoto…along with Sleet and Dingo who had followed us. They woke up the duo and Ben transformed into Way Big to scare them off. He proceeded to wake up Makoto and she started to try and beat up the guy!"**

** "Well, she did think he was with Hazama at the time," Tager noted, "He was able to prevent anything bad from happening thanks to turning into Spidermonkey and detaining her. After the introductions and stories were met, Sonia decided to do some clothes shopping for the two."**

** "Oh, so very true," Sonic nodded, "While she was off doing that, Manic and me had to deal with the duo who wanted to go out. We ended up at this neat smoothie place that's part of a chain it seems from what we saw in Chapter Four. Shame the one in Chapter Two got blown up by that EggKnight. But we managed to beat him back with the help of Rath and Makoto. Mainly Rath because he ripped off the robot's arm for crying out loud."**

** "So?" Ragna raised a brow, "I've cut off a lot of robot limbs."**

** "Yeah. You _cut_ them off, not tore them off on the joint," Kokonoe pointed out.**

** "Anyways, after Sonia came back, Ben and Makoto got new clothes and we went off to Sanctuary. There, we met Friar Tuck, the orphans, and a surrogate mother of sorts to me, Nun-Kaka. Turns out, Makoto knows Nun-Kaka's daughter, Taokaka," Sonic pointed out.**

** "I'm still surprised about that. How can her mother be so kind, gentle, and intelligent while the daughter is insane?!" Kokonoe demanded.**

** "Well, you haven't seen her when she has babies or when someone's depressed around her," Sonic sweatdropped, "Anyways, this jerk of a knight, Frollo, was about to kill this little baby when Friar Tuck managed to persuade him not too. Frollo wanted to give the baby the name 'Quasimodo,' but Nun-Kaka changed it to 'Aka-Kaka' since he does look like he'd be a Kaka Clan member."**

** "Get on with it," Ragna frowned.**

** "You do it, then," Sonic frowned.**

** "I will. …Now what did you guys do next?" Ragna sweatdropped.**

** "Read from the prompt over here," Kokonoe informed as she pointed at Tager, who was holding up prompt cards.**

** "I see. Well, after that, Ben got a new alien called 'Omni-Kaka' and the group got an assignment to head to 100 miles east of Kashastan, wherever the hell that is. Turns out, Robotnik was building some new baddies there and ended up capturing Ben, Makoto, and Manic with a new laser weapon that teleported them straight to the capital, Robotropolis. …Robotropolis? Seriously?" Ragna frowned, "How dumb is that for a name?"**

** "Dumb, it may be. But the fatty who took over the world named it that way," Sonic frowned, "Anyways, the two finally met Robotnik, though he looked a bit different from what Manic told me. After that, he was going to Roboticize Makoto in front of the two when Ben's Ultimatrix went off and forced a new form to appear; Grimlock. When Sleet zapped Makoto for speaking out, Grimlock…well…"**

** "He got pissed off!" Ragna finished for him as a nearby screen showed Grimlock transforming, "He turned into that huge ass-kicking, fire-breathing monster and tore apart his cage and the Roboticizer Makoto was in. Then, he went off and beat up Dingo when he turned into a Dingo-Grimlock. You saw what he did to the guy! Grimlock ripped his head off! The entire head! How badass was that?!"**

** "Very. But you forget after Robotnik fled and the captured escaped, Ben's collapsed with coughing out blood, idiot," Kokonoe informed.**

**ADDITIONAL INFORMATION**

** "Okay, let's get this off first; the damn author isn't creative at all!" Kokonoe barked.**

** "Then how did he write up this little story?" Tager smirked.**

** "Shut up or I'll get Arakune in here and turn on your new function again like last time."**

** "Urk!" Tager flinched as he moved behind Ragna and Sonic, shaking like a leaf.**

** "As she was saying; the alien that debuted this chapter, Grimlock, is from the Transformers series of HASBRO. More specifically, he's based upon his Fall of Cybertron incarnation. The coolest of the Grimlocks in my opinion," Sonic smirked.**

** "Damn, that's one effin' way to create a sword," Ragna noted as he watched a screen play the cutscenes involving Grimlock from Fall of Cybertron along with some of his gameplay, "Did that robot just turn into a Dragon?!"**

** "It's a Tyrannosaurus Rex, Ragna," Kokonoe corrected.**

** "Anyways, Grimlock is a Cybertronian from the now-dead planet of Cybertron. That was thanks to Megatron infecting the planet's core with Dark Energon. This game series also coincides with the Transformers: Prime series currently shown on 'The HUB' in the US. Originally, Grimlock was able to use a vehicle Alt-Mode until he and his squad, the Lightning Strike Coalition Force, were captured by Shockwave, Sludge being off-lined before they could do any experimentations," Sonic shuddered, "Big, scary Insecticons…"**

** "How can it be a damn T-Rex if it breathes _fire_!? I'm telling you, it's a damn dragon!" Ragna argued with Kokonoe in the background.**

** "Shut the hell up! It is too a Tyrannosaurus Rex! It says so in his bio!" Kokonoe barked, "You can thank Shockwave for his illegal, gruesome experiments that rebuilt Grimlock all over again and involved rerouting almost all functions away from his brain, around 98.7 percent! It's a miracle Grimlock can even _talk_ let alone think!"**

** "From the argument nearby, you can tell that Shockwave gave Grimlock and his team dinosaur alt-modes and renamed them the '_Dino_bots,'" Tager added, "Grimlock escaped after the experimentation due to Starscream's aid AKA his body being used as a weapon to disengage his locks. He was able to rescue Swoop before his rage caused him to engage his first transformation into his Tyrannosaurus Mode, which is fitting if you ask me. I always thought that a Tyrannosaurus Rex was a perfect comparison to one's rage."**

** "In his T-Rex Mode, he can breathe flames, grows three times the size of his original self, has a powerful bite capable of tearing apart Decepticons, and is totally destructive. Good thing Robotnik didn't get him," Sonic noted.**

** "One of his weaknesses in this form is that he is easily angered, he can't think things all the way through in terms of plans, and he has no long-range weaponry, using only a sword and shield," Tager noted.**

** "Still, pretty badass," Ragna smirk.**

** "Okay, then Ragna, tell them about the Kaka Clan," Kokonoe ordered.**

** "Why me?"**

** "Because you're friends with the majority of the residents of the Clan. They even see you as an honorary member, for crying out loud!"**

** "Okay, okay. Yeesh. Don't get you tiny boobs in a bunch," Ragna snorted.**

** "…Snap," Kokonoe glowered, "Anti-Ragna-the-Bloodedge Core Unit: Brother Jin!"**

** "…Fuck you…" Ragna growled as Jin Kisaragi entered.**

** "Who the hell are you? Why did you summon me to this place?" Jin demanded until Kokonoe pointed at Ragna.**

** "Hey, idiot. This guy is pissing me off. You can take care of him, right?" Kokonoe offered.**

** "Oh god, it's Jin!" Ragna growled before everyone but Jin ran out, leaving him and Jin alone, "Hey, wait!"**

** "Brother!" Jin exclaimed as he ran over to Ragna, panting heavily with a loving look in his eyes, "Oh, brother~!"**

** "Whoa! Goddamn it, Jin! Stay the hell away from me! No-no-no-no, get off my back!"**

** "Way to go, Brother Jin!" Kokonoe cheered, peeking in.**

** "What?! No, screw this!" Ragna snapped.**

** "Hey, Brother. Just forget all about that nasty woman and have fun with me!" Jin declared lovingly as the room started turning pink.**

** "Whoa! What the hell's going on with this room…?! Hey, Kokonoe! Are you doing this?!" Ragna demanded.**

** "So how long do you think it will take?" Sonic asked outside the room.**

** "Give them five minutes," Kokonoe gave a cat-like smile before opening the door a little, "Ragna, mommy's gotta run some errands real quick, so why don't you two spend some quality time together. Tee-hee!"**

** "Oh, you're just so cruel," Tager chuckled.**

** "Gah! Jin! Stop whispering in my ear!"**

** "…I'm terrified right now," Sonic admitted.**

** "Guaaaaaaaaaaaaaaa! Aaaaaaaaaaaaah!"**

***Two Hours Later***

** "Um…uh…Miss Kokonoe. I wholeheartedly apologize," Ragna bowed, a dead look on his face, "Please…if you just let me talk about the Kaka Clan?"**

** "Huh? You two done already?" Kokonoe asked as she munched on a bag of candy.**

** "…I've…I've had enough…of just about everything…" Ragna replied.**

** "Whatever do you mean, Brother? We've only just begun!"**

** "…Help me…Professor Kokonoe…" Ragna whimpered with tears flowing down his face comically.**

** "Very well," Kokonoe sighed.**

** "Ahem. The Kaka are a clan of seemingly humanoid cat-people. Genetically engineered from the beast-man Jubei, one of the strongest creatures to exist, the Kaka were originally intended to be used as weapons against the Black Beast during the Dark War. The Kaka reside in the Lost Village, directly under the The 13th Hierarchical city of Kagutsuchi. When the Dark War had ended, it left large amounts of Seithr that covered most of the world. Humans were forced to move to high-altitude areas and began to build hierarchical cities. As a result of the hierarchical city being built on top of the Kaka's village, they were slowly forgotten. During the events of _BlazBlue: Calamity Trigger_, their village was repeatedly attacked by a black, blob-like creature which they called 'the black squiggly.' Though we know that it's really just that damn blob Arakune. However, Taokaka was able to drive it out of the village."**

** "Good, Ragna. Now go on and go home," Kokonoe waved him off, letting Ragna stumble out, exhausted physically, mentally, and soulfully.**

** "Ah! Brother, wait!" Jin called as he ran after Ragna.**

** "No-no-no-no!" Ragna screamed as he raced out.**

** "Well, I've gotta juice," Sonic shrugged before running out, "See ya, Professor!"**

** "That you will, blue boy. That you will," Kokonoe smirked.**


	6. Towards the North: Articguana's Blizzard

**Underground Omniverse**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Transformers, Ben 10 Series, or the BlazBlue series.  
**

* * *

**Rebel 6: Towards the North: Articguana's Blizzard  
**

* * *

"Okay, Ben, can you tell me how you felt as Grimlock?" the lion Mobian asked as he clicked a pen and held it to a clipboard's paper.

"Well…It was different. Everything just felt completely different than I normally was as an alien," Ben admitted a few bandages seen just above the neck part of his shirt, "I couldn't think straight at all in that form and it was hard for me to speak, too."

"You sounded just fine when you were mad and glowing all red," Manic pointed out, shuddering, as he recalled the events that happened almost a week and a half ago.

"Rage?" Cyrus pondered with a raised brow, "Is it really that problematic?"

"Yeah. He couldn't change at all when the aura left," Manic pointed out, "And it only appeared when he started to get mad. And when he finally snapped, the whole place was engulfed in it and turned the place orange for a few seconds."

"I…I got fuzzy after that," Ben admitted, "I mean…I…" he took a shaky breath, "It just reminded me of something I'd rather not remember."

Sonic frowned. It appeared that Kokonoe was right about the two. They both had something unfortunate. For Makoto, it was racism and all the problems she had during her time working as a NOL spy for Sector Seven. For Ben…it appeared to be complicated. He said he was just a kid around 10 when his life had a drastic change. He tapped his chin as he began to think of ailments he knew related to big changes.

"So rage triggers the transformation and when you go from Grimlock back to Ben, you're injured," Cyrus jotted down, "Hm…Tell me, Ben, when you turn into an alien, you get hurt, right?"

"Yeah. One time when I was Way Big, I tried to lift up this gateway and got electrocuted," Ben pointed out.

"Well…" Cyrus began before a Mobian muskrat ran in, panting.

"Trouble…in the…north…" the Mobian panted, his hands on his knees, "Team Underground…specifically requested…Oi…"

The muskrat collapsed onto his face. Cyrus barely blinked and the Sonic Underground with Makoto and Ben were gone.

"But…my theory…" Cyrus slumped.

* * *

"I can't believe you did that!" Sonia barked at Ben, who was using Manic as a body-shield.

"I don't like talking about the past, okay?" Ben frowned.

"Honestly…" Sonia sighed, "I should've guessed since you didn't give much detail on half of the things you told us about your adventures."

Ben turned over to Sonic and sat beside him, "So where are we going?"

"The north. We're going to be meeting the Winter Freedom Fighters. Out of all the Freedom Fighter Factions, they're the best when it comes to keeping Robotnik away from the northern places," Sonic informed, "Their leader is the toughest fighter you'll ever see."

"Do you know the leader's name?"

"No. The leader just sends the second-in-command to the meetings and he swears to secrecy to not reveal anything about their leader," Sonic informed.

"So we're dealing with some shady leader who's probably actually part of Robotnik's group," Makoto noted nearby, looking up from her hand of cards.

"That _has_ happened before," Sonia admitted.

"Really?" Ben asked,_ 'Why am I not surprised? There have been rogue Plumbers before…and I've met roughly four.'_

"Yep. One was saying he was going to build a De-Roboticizer, but that turned out to be a flop," Manic scowled.

* * *

"To get there, we'll need to cross the ocean. Luckily, Moby Deep can help us," Sonic noted as the bus stopped before a beach.

"Moby Deep?" Makoto repeated.

"A big friend of ours," Sonic explained as they got out.

"Time to try out the new feature," Manic beamed.

Sonic rolled his eyes as he pulled out a set of keys. He pressed a button attached to it and the entire bus opened up and shifted, shrinking down into a suitcase. Makoto walked over and picked it up, looking it over.

"Wow-wee! That's so cool!" Makoto exclaimed.

"It's thought-sorted, so think about some of your clothes and then open it," Sonic offered before patting Sonia's back, "Sis here was the genius behind the idea."

"Oh, Sonic…" Sonia blushed with a giggle, "That's my brother. Always a flatterer with girls."

"Only with my sis and ones I prefer," Sonic noted, "Manic, though…Anything with a thin waist and large assets, and he'll be all over them."

"Hey! That's not completely true. I'm more of a shelf lover," Manic argued as Makoto pulled out a large acorn-colored jacket.

"Perfect!" Makoto beamed, "I've got my outfit for the winter."

"You should really put that back in. We still need to get there first, Makoto," Sonia informed.

"Phooey," Makoto pouted as she packed it back back into the suitcase.

"So where is Moby Deep?" Ben asked.

"He'll be here," Sonic replied.

The water of the ocean began to rumble. A large figure emerged from them, close to shore to let them walk/wade over to it, but not too close to get stuck on land. It was a massive gray whale, a few barnacles grown on various parts of its body.

"Yo! Moby!" Sonic waved with a grin.

"Well, hey there, Sonic," the whale greeted with a friendly chuckle.

"It…It talks…" Makoto gawked, "It's so big, too!"

"I'm a male," Moby Deep noted.

"Oops. Sorry!" Makoto bopped her head sheepishly, her tongue stuck out a bit cutely.

"You certainly travel with interesting company, Sonic," Moby Deep noted.

"True, oh so very true," Sonic agreed, "You remember Bro and Sis, right?"

"Ah, but of course. A pleasure to see you both once more, Sonia, Manic."

"Sup, Dude?"

"It's nice to see you again, Mr. Deep."

"And who are you two?" Moby Deep asked.

"Ben Tennyson, sir," Ben replied.

"I'm Makoto Nanaya! Nice ta meet ya!"

"…I like them both. The boy has good manners and the girl is quite peppy," Moby Deep chuckled, "So where to?"

"We need to go up to the northern part of the planet, big guy," Sonic informed.

"Well climb aboard," Moby Deep offered.

* * *

"It's kinda weird how you didn't freak out, Ben," Sonic noted.

"Not really. Think about it; I've transformed into bigger guys than Moby Deep," Ben reminded.

"Oh, yeah…Way Big," Sonic sweatdropped.

"So why didn't you turn into him to walk us over there?" Sonia asked.

"I have a time limit on the Ultimatrix before it times out. It's so I don't have to be afraid of the personality of that alien trying to possess me," Ben admitted sheepishly.

"Has that ever happened?" Sonia asked.

"…A few times," Ben admitted after a moment, "So! Moby Deep, how did you meet up with these three?"

_'And there he goes changing the subject…'_ Sonic thought.

"Well, it's quite a story," Moby Deep noted.

"I'm good with that. Makoto?" Ben asked, looking over at Makoto as she was looking ahead through a telescope.

"Hm? A story?" Makoto pondered, putting the telescope down, "Okay then!"

"Well, you see, it all started when…hm…Sonic, why did you come to the cove?" Moby Deep asked.

"Me, Bro, and Sis all got a letter, telling us to head there. We met up with a captain of a vessel known as the 'Queen Aleena,' named after our mom. We were hoping to find a clue about her whereabouts," Sonic recalled.

* * *

"…And the submarine blew up," Moby Deep chuckled, "I have to admit that music is something you need to be careful with. It's a magic of its own blend."

"I…I see…" Makoto awed, wearing her jacket.

Music being used as a weapon? If Hazama had learned of a way to do that… Makoto gave a shudder just thinking about it.

"You have to admit that's pretty cool," Ben noted while adjusting his winter gloves.

"My, how time flies when you reminisce," Moby Deep noted as he swam by a glacier, "We're coming up to the shore."

"Thanks again for this, big guy," Sonic smiled.

"No problem. I have a cousin up here that told me about the best krill bar he knows," Moby Deep noted, a smile forming on his large mouth.

"I can't believe we got her so fast," Makoto awed, watching another glacier float by.

"Moby here is one of the fastest aquatics you'll ever meet," Sonic smirked.

"Oh, I'm not that fast…" Moby bashfully chuckled.

"See? Now why can't you be more like that?" Sonia asked.

"Because there are some things you just know," Sonic smirked as Moby Deep stopped by a shoreline.

"Thanks!" Makoto grinned as she jumped onto shore.

"Hup!" Manic grunted as he jumped followed by Ben, who hissed a bit from a small wave of pain, "Dude, you okay?"

"F-Fine," Ben replied with a strained grin as Sonia and Sonic got off Moby.

"Thanks!" Sonic waved as Moby swam off.

"So now all we have to do is find them, right?" Sonia asked.

"Easier said than done, Sis," Sonic informed, "You've never visited these guys before, have you?"

"Well, um, no," Sonia admitted.

"Me neither," Manic added.

"I have with uncle Chuck. These guys are really crafty, hiding within the snow. Their bodies are adapted to the cold here and can somehow avoid detection from heat sensors," Sonic explained, "Uncle Chuck met the leader and when I saw him later, his entire face was starting to regain its normal color."

"So how do we find them?" Ben asked.

"_We_ don't find _them_; _they_ find _us_."

"I don't like the sound of that," Ben frowned.

* * *

"Snow Angel!" Makoto declared as she jumped into the snow and began to make a snow angel.

"…You sure do like the snow," Ben noted with a chuckle.

"Are you kidding me? I _love_ the stuff!" Makoto beamed as she jumped up and looked at her snow angel with a squirrel tail, "Perfect!"

* * *

_"Wow! What is all this stuff?" Makoto awed, wearing a lightning blue schoolgirl uniform with a hole made in it so her tail could stick out, as she looked out at the fields of snow._

_ "It's snow. You've never seen it before?"_

_ Makoto turned to four girls and one boy. The one that pointed it out to her was a young woman with pink eyes and blue hair, tied into a waist-length pony tail by a yellow ribbon; she also had twin ahoge. She had a fairly above-average large bust. The smallest of the girls had an A-Cup/near-B-Cup bust with her natural blond hair ending at her shoulders awed at the snowfall._

_ "It's really amazing, isn't it?" she asked._

_ "It's kinda cold, though, Noel," Makoto replied._

_ "Aw, cheer up! We just need to put on some jackets and snow gloves and we'll be set!" the bluenette beamed._

_ "Mai…" a young woman with lavender eyes and shoulder-length hair sighed._

_ Her butterfly headband was slightly darker than her hair color. She wore a different version of the Military Academy's uniform, which was modified like an overcoat, black pantyhose and a pair of high heels. There was also a black butterfly crest on the tails of her coat._

_ "Something wrong with the plan, Cajun?" Mai asked._

_ "Yes. We also need snow pants," Cajun informed, "Is that not right, Tsubaki?"_

_ "Of course," the last member of the five agreed, "We don't want to get any colds here, do we?"_

_ Tsubaki was the third-largest girl in terms of breast size, holding a high-C/low-D-Cup. She had hip-length scarlet hair and soft, azure eyes. Along with her academy uniform, she wore a blue headband with her standard uniform, except that she wore a longer skirt, black tights, and brown boots._

_ "I second that agreement. We wouldn't want to suffer colds or, worse, hypothermia," the youngest, and only male, of them noted._

_ Soon, the group was outside in snow attire. Makoto giggled as she walked about, enjoying the soft 'crunch' that accompanied her steps through the fields of white. Mai waved her over with Noel._

_ "What's up?" Makoto asked._

_ "I managed to convince Tsubaki and Cajun to let us have a snowball fight!" Mai beamed._

_"What's a snowball fight?" Makoto asked, "It sounds cool!"  
"We make snowballs and throw them at one another, but you can't make them with anything but the snow."  
_

_"Okay!" Makoto pumped her fist, "Let's get going, then!"  
_

_"B-But..." Noel whimpered.  
_

_"It's fine. We're all just having fun, right?" Makoto pressed on, hugging the blond.  
_

_"Um...W-Well if you're sure..."_

_"Then let's get going! Come on! Onwards to Victory!" Mai declared, "Us against Tsubaki, Cajun, and little Carl!"  
_

_"Yeah!" Makoto pumped her fist.  
_

* * *

"Makoto!" Sonia shouted.

"Huh? Wh-What's going on? You say something, Sonia?"

"Makoto, I just said 'Come on, you two, we're trying to find them,'" Sonia frowned.

"Sis, listen to Bro's advice and just chillax," Manic smirked as he leaned against a hill of snow before being picked up by a SWATBot arm, colored white, and a swarm of them emerged from the snow, "And forget the chillax…"

"These guys?" Sonic groaned before one SWABot, still emerging, grasped Makoto's tail, causing her to freeze up.

"Did you just…touch _my_ tail…?" Makoto demanded slowly, an aura of anger appearing on her as she looked down and glared at the robot.

"Uh oh…" Manic gulped as Makoto began to spin her left arm.

"**Atashi no ōgi** (My secret technique)!" Makoto roared as she performed an uppercut that sent the robot a few feet over Makoto, "**Hissatsu** (Certain kill)!" she unleashed a second uppercut that sent the robot high into the air, "**Tekken, seisai** (Iron Fist, punishment)…" Makoto jumped high over the robot as an energy fist twice her size formed before she slammed it and her own left fist into the robot, slamming it into the ground and exploding it, "**Particle Flare**!"

"Holy…" Sonic gawked.

"Wow," Sonia gulped.

"Only my friends are allowed to touch my tail. Now shoo! Shoo I tell you!" Makoto scolded the destroyed robot.

"…Note to self: _Don't_ touch the tail," Manic noted as three of the SWATBots nodded in agreement before Sonia and Sonic blasted their heads off.

"Time for you guys to meet a guy I like to call 'Humongasaur!'" Ben declared as he activated his Ultimatrix.

Ben slapped down on the Ultimatrix. He felt time slow down around him as his body began to transform once more. Ben could feel his body grow colder than he ever felt as a human. He could feel his head grow large and his mouth wider, the teeth changing into fangs. He felt his hands losing two fingers while what remained grew a bit bulkier. Winter-blue scales raced along his body before three dorsal fins raced along his back. Black lines formed on his face, going over his mouth. wears white pants and a black open-front shirt with white cuffs. Under the open-front shirt was another white shirt with black scale designs to it, yet with holes on the sides to expose cyan gills.

"Articguana!" the Alien declared, vapor emerging from his mouth, before looking at his hands, "Aw yeah. I've _so _been wanting to try this guy out!"

"You've never used this form before?" Sonic asked.

"Nope. But a me from the future did," Articguana replied with a sly smirk.

With that Articguana took a deep inhale of the cold air. Makoto and Sonic saw it and moved away from the SWATBots. Articguana exhaled and unleashed a massive blizzard from his mouth, instantly freezing the robots. Makoto, Sonic, Sonia, and Manic proceeded to strike the frozen robots, shattering them. Ben changed back to conserve power before his face was shoved into Makoto's zipped-up jacket, inadvertently having his face somewhat nestle into her covered breasts.

"Now that was awesome!" Makoto exclaimed as he tail went nuts, "You let out a ton of freezing winds! I don't think Big Chill or even Ultimate Big Chill could contend with his powers of ice!"

"Impressive!"

Everyone-Makoto having released a red-faced Ben-turned to the voice and the males, minus Manic, turned away with heavy blushes. Before them was a Mobian nine-tailed fox with cream-colored fur with white fur covering her muzzle and inner part of her figure. She was a few inches taller than Makoto with breasts just as large as hers held back by a string bikini top designed to resemble the flag of Japan, her rather developed and shapely legs exposed while the shapely, toned rear of hers was hidden away in a pair of white short-shorts with a red dot on the crotch the extended red stripes, akin to a rising sun. She kept her winter-blue eyes upon the four as Manic's nose began to bleed.

"Dude…" Manic gawked.

"Manic," Sonic stated.

"She's got huge boobs," Manic continued.

"Manic," Sonia frowned.

"And she's wearing nothing but a bikini top and short-shorts…"

"Manic…" Makoto warned.

"…in the snow. And she's not feeling cold at all? Hell yeah!" Manic grinned before the Mobian fox snapped her left hand and Manic was suddenly encased in a block of ice, letting only his nose and eyes stay visible.

"I hate perverts," she snorted.

"Mistress Miyuki-sa-Waaaaagh!"

A snowball the size of Ben hit Ben, crumbling upon impact. Laying on him was a Mobian hedgehog with snow-white quills. He wore an orange jacket zipped up with various pockets. Over his left eye was an eyepatch. He shook his head and got off Ben. He noticed the fox and ran over to her, pulling out a white and scarlet kimono with snowflake designs going up a side.

"Mistress Miyuki-sama, you forgot your kimono again!" the hedgehog informed.

"Oh, I give you my thanks, White-kun," the fox giggled, pecking his cheek and took the kimono before slipping it on, "I do apologize for that. My name is Miyuki Prower. This is my good friend, White Rose."

"Sorry about hitting you," White bowed to the rising Ben, "I'm a bit clumsy."

"It's…It's fine…" Ben coughed a bit.

"You forgot to wear snowshoes again," Miyuki informed.

"I…I know," White slumped.

"Hey, White," Sonic greeted.

"Oh! The Princes and Princess!" White gasped before bowing.

"I am humbled to meet you," Miyuki bowed.

"Likewise!" Makoto beamed.

"…It's amazing to see a Beastkin from the outside world," Miyuki noted.

_'These guys know about Beastkin?'_ Makoto thought.

"That is the name we give to the human-Mobian hybrids here," Miyuki explained, noting the perplexed look the Squirrel Beastkin had on her face, "Please, allow us to escort you to our town. Fenrir, Hati Hróðvitnisson, Sköll."

The nearby snow erupted, revealing two wolf Mobians and a wolf Beastkin, all female and wearing bikini tops, shoulder armor, and Hawaiian skirts in design, yet colored as either the snow, the day, or the night respectively. Fenrir's hair was a soft bark-color with E-Cup breasts, and a tail and ears. Hati's fur was colored in the colors of night while Sköll's fur was that of the day, both with a pair of D-Cups. Ben kept his eyes covered the entire time, his face completely red, while Manic had to be carried by White and Sonic since he had passed out with a nose bleed.

"Wh-Why are you all wearing those out here?!" Sonia gawked.

"It is a custom of our town," Miyuki explained, "The men of the tribe are our hunters, gatherers, and security detail while the women are the warriors of the tribe."

"Wow. That's pretty cool," Ben noted, "But the clothes are still unexplained."

"It is a traditional greeting garb and our casual clothes. It _is_ Friday, after all," Miyuki giggled.

"…I like these girls," Makoto giggled.

"Aw, thank you!" Sköll giggled before hugging the Squirrel Beastkin.

"You seem to be a bit troubled," White noted.

"Just not used to girls like them," Ben replied, keeping his eyes covered.

"You mean the missing clothes in a winter environment?" White asked, "I got used to it after a few months here. Especially since all baths are co-ed here and that there's a ratio of one man to three women here."

"…" Ben's face just grew redder.

"Ah. We're here," Hati informed calmly.

The group stopped. Before them was a massive wall of ice. Miyuki stood at the front of them. She took a gentle intake of air as she began to assume a stance. She drew a three quarters-circle with her right foot's tip. Slowly, almost as if she were performing a difficult, careful task, she began to perform various katas akin to a dance. She finished with bringing her hands together before slowly spreading them out, exhaling slowly. The wall before them rumbled before opening up at the base, revealing a pathway.

"Please come this way," White bowed to the five before the five leading them went in.

"Do you think it's a trap?" Sonia whispered.

"We have to be ready for anything," Sonic informed, "Ben, got anything to counter ice?"

"Yeah. His name's Heatblast," Ben smirked.

"Good. Makoto, how strong are you?"

"I can punch a guy into a moon-shaped asteroid and then that asteroid will blow up," Makoto replied.

"…Wow. I am so glad you're on our side," Manic gulped before he and Ben began to follow them.

"…Can you really do that?" Sonia asked.

"It's only happened once," Makoto admitted, "Damn racist bastard…"

Sonic just blinked as Makoto and Sonia followed. So…Makoto had problems with racism? Guess where she was from, not a lot of the residents could accept something different. He followed after them. The group traversed through a dark tunnel, only a light before them guiding their way. The five visitors slowly lowered their arms from their eyes and awed. To Ben, the place before them resembled Tokyo the last time he visited it blended with ancient Tokyo from photos and paintings he had seen on the internet, yet the writing was in English to his relief. The top of the structure had a strange jewel resembling a crystallized sun. One interesting thing to note was the populace. There was only one male for every three females, just as White said. Makoto saw a few humans with animal traits, the majority consisting of those involving carnivores. Miyuki giggled as she turned to them.

"Welcome to the Winter Freedom Fighter base; The Town of the Winged Ice Dragons: Ryūgū-jō!" Miyuki declared.

* * *

**Tutor Me! Azmuth! Done in BlazBlue Chibi Style**

**Azmuth: Welcome once again to 'Tutor Me! Azmuth!' With me are my assistants Ms. Litchi Feng-Yeng and Bang Shishigami.**

**Litchi: Hello. *bows***

**Bang: A pleasure as usual!**

**Azmuth: And our two students Taokaka and Carl Clover.**

**Taokaka: Meow! Tao's gonna get it right this time!**

**Carl: *blushes a bit while sheepishly bowing***

**Nirvana: *puts Carl's notebook on Carl's desk, opening it to a fresh page***

**Azmuth: Now then, let's begin today's lesson.**

**Taokaka: Already, meow?**

**Azmuth: I have a headache from the last session still, so yes.**

**Bang: *brings in a chalkboard and quickly draws a diagram of Articguana***

**Lithi: *brings up a video file of Articguana***

**Azmuth: This is Articguana. He is a Polar Manzardill from the multi-terrain planet X'Nelli.**

**Carl: Multiple terrains? So that means that there's more than one kind of Manzardill?**

**Azmuth: But of course. One kind for each terrain. Each one is alike in design, but with various differences. Compare a Polar Manzardill to a Cave Manzardill.**

**Bang: *draws a Cave Manzardill***

**Azmuth: They have the same body structure, but the eyes are where it is key. The Cave Manzardill has no eyes since they live in darkness while the Polar Manzardill's eyes are narrowed like they are in order to allow them to see through blizzards and snowstorms. The 'gills' that are on a Polar Manzardill are not just for show, mind you.**

**Litchi: *brings up video footage of a Polar Manzardill in its natural environment***

**Azmuth: The 'gills' allow them to breath both air and their winter environment. Their evolution has gotten to the point that their bodies can naturally produce frozen water vapor within their lungs. With it, they can unleash powerful blizzards from the mouths. But, there's a negative effect to this. If they use their power too much, they will have five minutes of vulnerability as they recover.**

**Tao: So Icy Frog should find out how to get that to not happen, right?**

**Azmuth: True. But that's how evolution goes. Now then…**

**Bang: *flips the board around, revealing a drawing of the Polar Manzardill's left hand***

**Azmuth: At the ends of each finger and toe are miniscule hairs, not unlike a Spider's. With it, they can climb their frozen environments with ease. They're quite useful for when you need to go on an expedition through snow. Though, I would advise against it.**

**Carl and Tao: Why?**

**Azmuth: The Polar Manzardill are loners by nature. They hate being with others and will do whatever they can to not be around company. Took me years to get a sample from one since they kept freezing and/or destroying my machines!**

**Litchi: *shows video footage from one of the collecting machines where it didn't see anything in a blizzard until a blue hand in a fist slammed into it, cutting the connection***

**Azmuth: Okay. Let's see your notes. *looks at Taokaka's first to see drawings of Articguana in different fighting poses, one of him making Taokaka a sno-cone, and one of Tao sitting on top of a defeated Articguana* …Of course she'd think about food… *looks at Carl's to see a detailed drawing of Articguana and various drawing of ideas of adaptations Manzardills could have* Excellent notes. And you're right on a few of these adaptations.**


	7. The Prowers and the Problem of the North

**Underground Omniverse**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series. Miyuki Prower is owned by seanzilla115 while I own Gyuki, Shukaku, Ryukendo, Mavis, and Matatabi Prower and White.  
**

* * *

**Rebel 7: The Prowers and the Problem of the North**

* * *

"This is amazing," Sonia awed as they walked through the city.

"That crystal up there acts like the sun and moon, changing colors as the day and night go by," Sonic explained as he pointed at the crystal high above them, "It also sends out a strange energy that disables any way of finding this place through technology."

"Impressive deduction," Miyuki noted, "Though I am not surprised since you visited our home before."

"Yeah. Never once met the leader, though," Sonic noted, "I'm kinda curious, in truth."

Miyuki giggled, "Well, I'll tell her that you've been thinking about her."

"…The leader's a girl? Heh. That's pretty cool," Sonic smirked.

"Really? Normally, we receive shock and a hint of disgust," White noted.

"Sexist bastards," Makoto scowled.

"You said it," Sköll and Hati agreed with nods.

"Do you think we'll get to meet her?" Sonia asked.

"You already have," White replied.

"…You?" Ben gawked, looking at Miyuki.

"Ding," Miyuki giggled before pecking Ben's cheek, "A prize for you."

Ben stammered as he entered a heavy blush. He was never good with being kissed by cute girls. Manic mumbled at how lucky Ben was.

"It's a custom of ours to give a kiss to the cheek when we're being playful," Sköll explained.

"A few of our traditions revolve around certain kisses," Hati added, "If you'd like, I can get you a book of our traditions for our guests, Miyuki-sama."

"But of course," Miyuki replied, "We'll be at our home in the Jubei District."

"I'm on it, Miyuki-sama!" Hati beamed before racing off at the speed of a cheetah.

"She's quite fast," Sonia noted.

"Nee-chan and I are the second-fastest runners in the whole Hyorinmaru Clan," Sköll explained proudly, "The only one faster than us is Roll."

"Bread is faster than you?" Makoto pondered.

"No, no, no. Her name is 'Roll,'" Fenrir corrected as they entered a housing district.

"…Can I ask what's with all the orange and black?" Sonia pondered, "I mean, the colors do complement one another…"

"It's simple, my dear Princess Sonia, we are preparing for our annual Hollow's Eve Festival," Miyuki explained, "Though there are wars faring now, our City-Clan always makes sure to keep our spirits alive with the festivals."

"Big sister!"

Miyuki turned to see a Mobian fox run up. He was around twelve with sun-kissed blond fur with white fur over his belly, muzzle, and tail tips. He wore a sky-blue aviator's vest, white pilot gloves with black bands on them, and red and white sports shoes. Ben had to rub his eyes again at seeing the twelve-year-old had two tails. Was every Mobian Fox born with more than one tail or was it just his imagination?

"Good afternoon, Tails," Miyuki giggled as she hugged the fox, "How goes everything involving the preparations at our home?"

"Um…Well…We kinda have a little problem," Tails admitted sheepishly.

"No one wants to play the mummy, do they?" Miyuki asked.

"Not one Mobian wants to," Tails replied.

"But it's the best part!" Miyuki pouted.

"A mummy?" Ben blinked.

"You see, each year, my family does a bit of an Haunted Theme," Miyuki explained, "One of the best things in it is the Mummy Act we have. Though the mummy has mainly been one of my sisters or myself."

"…" Manic raised his hand.

"I suggest you lower that hand if it's a perverted question or I'll freeze you once more."

"…" Manic lowered his hand.

"Sisters?" Sonia repeated.

"We're a family of twelve. We never knew our parents, but we're a family by blood," Miyuki informed.

"The blood tests confirmed it," White added, earning a tail bop to the back of his head.

"Please don't bring that up," Miyuki whispered.

"…Oops…" White chuckled sheepishly.

"Why would you need a blood test?" Ben pondered.

"…Our youngest sister is a Tanuki while our eldest brother is an eight-tailed azure-furred Ox/Octopus hybrid," Tails pointed out, "It's nice to meet you, by the way. My name's Tails."

"Uh…Nice to meet you, too?" Ben blinked as he shook hands with Tails, "Ben Tennyson."

"That's a strange watch," Tails noted, "Looks more like some sort of wrist-mounted device that relays a wireless signal to some area out in deep space that returns another signal, altering your appearance and abilities for a predetermined time limit."

"…" Ben slowly backed away from Tails.

"Wow! You saw all that from just a glance?" Makoto awed, _'I'd like to see what he'd do if he saw an Ars Magi…'_

"Uh…Well…" Tails blushed while bashfully kicking the ground.

"Oh, you're just so adorable I could eat you up!" Makoto giggled as she hugged the twin-tailed fox, earning a giggle from Miyuki and Fenrir.

"That's the first reaction all girls have to him when he does that," Miyuki noted before frowning, "Seems I'll have to be the mummy this year, then."

"Well, maybe I can help," Ben offered, "You saw me turn into Articguana, right?"

"The blue frog in the suit?" White blinked.

"Well, Tails is right on what this can do," Ben smirked, "Watch."

With that, Ben activated the Ultimatrix once more. He circled the various symbols on his device before settling on the perfect one. The emblem raised up once more and Ben slapped down on it. Though it was instant for everyone else, Ben could fell the changes taking place. Black and gray fur began to engulf his body as it began to grow bigger, around the size of Rath. His legs felt like they were snapped into various positions until settling on long, thin yet powerful, wolf-like legs. His five fingered hands lost one as obsidian-colored claws engulfed the tips. A long wolf tail emerged from just above his rear as his face elongated and shifted into a wolf head. His attire turned black, white, and green with a pair of shorts, and armored braces on his wrists. On his waist, the Ultimatrix symbol formed on a green belt.

"Howler!" the wolf howled.

"Whoa!" Tails and White yelped.

"Hello, sexy!" Fenrir and Sköll exclaimed with hearts in their eyes, making Howler move a bit away from them.

"I'm…uh…I think I did a bad pick," Howler chuckled nervously before slapping the symbol once more.

In a flash of light, Howler was replaced with a new alien. Standing before them was another Rath-sized alien. His skin was a rotten green in color with stitches on various places. He had shoulder-length, messy, black hair with wild muttonchops on the sides of his head, green eyes, roughly seven bolts on random parts of his torso and back, and black, torn pants with dirty-brown combat boots and fingerless gloves. His green belt had the Ultimatrix symbol on it while he had two generator-like devices fused to his back.

"Frankenvolt!" the new alien declared.

"…If you have a mummy in that little array of yours, you're hired," Miyuki stated.

"Of course I've got one," Frankenvolt smirked before changing once more in a flash of green light, "Underwraps!"

Underwraps was a mummy-like creatures composed _entirely_ of bandages. He was thin, humanoid shaped with slight ape-like features on his limbs. His shell-like head resembled headpieces from ancient pharaohs, minus the nose and mouth. He wore black skirt-like clothing with gold trimming on his waist, and 2 bandages dangling from his upper back. In the bandages were gaps on his wrists, chest, and ankles, as well as his eyes, all of which were glowing a soft green. He had black bracers with green greaves on his arms and legs. On his left shoulder was more of the black armor with the Ultimatrix symbol.

"This good?" Underwraps chuckled.

"A Halloween Trio?" Makoto whispered, mainly to herself, before exclaiming, "That is so cool!"

"Sugoi…" Tails and White awed.

"Not too shabby," Miyuki noted before she blinked, "Uh…Are you…missing?"

"Thep Kufans are bandages," Underwraps chuckled before unraveling his left arm, "See?"

"…I think I'm going to faint now, okay?" White fainted.

"Boo! Go back to the sexy!" the two wolves barked.

"Girls!" Miyuki gasped.

"…Oops," both sweatdropped before composing themselves, "…Sorry, Miyuki-sama."

"And…?" Miyuki crossed her arms.

"And sorry to Ben-san as well."

"Uh…N-No problem…" Underwraps noted, _'Never been flirted as an alien before…Especially when it's one of my 'Halloween Quartet.'' _"So…Uh…Wh-Where do you need me at?"

"Three nights from now around 7:20 PM," Miyuki informed, "You'll be staying with us since you're honored guests."

"Really now? Thank you," Sonia curtsied.

"…Do you have a place for our bus?" Manic asked.

"Your bus?" Miyuki blinked.

"I didn't see a bus," White noted before Manic put the suitcase in the middle of the street and had it change back into a van, "Oh, that bus…"

* * *

_"This_ is a _house_?!" Ben gawked.

"That's true," Tails nodded.

This was not a house to Ben. It was a mansion seemingly straight from Japan. The shingles for the perimeter wall and roofs were all a brilliant scarlet with black and gold accents. In the back was a Zen garden and koi pond. All over the home were various Halloween decorations. Ben noted that some of the 'skeletons' were shaped like Mobians while others were humans and a few were a mix of both.

"This is like Tsubaki's place," Makoto whispered to herself.

"Now aren't you a cutie?" a voice noted, earning the attentions of the five guests and making Ben turn around…right into the E-Cups of a girl his age.

She was a Cat/Bat Beastkin with black fur lightly covering her figure. She wore a black sleeveless sweater that was a size smaller that she was and stretched over her breasts while exposing her waist and stomach. She wore a pair of hip-hugging jeans on her shapely peach-shaped rear and slender legs with black high-heeled shoes. She also had two cat tails and a pair of bat wings on her back. She gave a playful smile while looking at Ben's eyes with her own violet eyes.

"Mavis, please step away from the boy," Miyuki informed as she pulled her away by her tails, "He's a little girl-shy."

"Oh? Then why not let all us girls at him?" a second voice noted before a Mobian four-tailed dog noted as Ben felt something like two soft marshmallows were pressing onto the back of his head.

The Mobian wore nothing but a brown vest over her rose fur, exposing the cleavage of her C-Cups breasts, and a pair of brown short-shorts.

"Matatabi…!" Miyuki began to warn before the dog got off Ben with a huff, "Please forgive my sisters, Ben-san. They're coming out of their heat cycles."

"Oh, we got out of them a few days ago," Matatabi waved her off.

"Oh, so very true. We just want to enjoy a bit of fun with him," Mavis winked at Ben.

"…You are one lucky SOB, Ben Tennyson…!" Manic seethed quietly before Sonia whapped him on the back of the head.

Ben just wanted to turn into Nanomech…no, something that could become even _smaller_ than Nanomech. Not once has he seen a girl not afraid of showing her figure except for Sonia in the whole planet. It was then sand erupted nearby with a cackle coming from the top of the ceiling-high mound.

"Heeeeere's…Shukaku!" a Tanuki Beastkin declared with a cackle.

She had a pair of moderate B/low C-Cups hidden beneath an Egyptian-themed red T-shirt one size larger than her and baggy black pants that hid her shapely legs and large rear, letting her Tanuki tail emerge from behind.

"Where did all that sand come from?" Sonic gawked before Shukaku gasped.

"Sonikku!" Shukaku squealed as she slid down and tackled the hedgehog into a hug, "You came back to visit!"

"Good to see you again, Shukaku," Sonic greeted.

"Sonic, introductions?" Sonia cleared her throat.

"Yeah. Bro, Sis, Ben, Makoto, this is the first friend I ever made here; Shukaku. Shukaku, these are my brother and sister, Sonia and Manic, and our friends, Ben Tennyson and Makoto Nanaya."

"Nice to meet ya!" Shukaku grinned as she shook Ben and Makoto's hands before bowing to Sonia and Manic, "It's nice to meet friends to my brother-like figure."

"Shukaku!" Miyuki barked before whipping the Beastkin to look up at her face as she rubbed her left pointer finger and thumb together with sand falling from them, "The sand, Shukaku, the sand! Always with the sand!"

"Let me, sis," a voice yawned before a tornado of wind blew away the sand into a nearby pile outside.

"Oh, you're awake, Ryukendo?" Miyuki pondered.

A Mobian Dragon, standing as tall as Ben, walked in. He wore a midnight-blue samurai traveling yukata with the right half of it missing on his upper half. There were various gold wind and tiger designs racing up the clothing while his clawed four-toed feet had wooden sandals. He had two horns with the tips 'chopped' off pointed to the back on the back of the sides of the upper part of his head while soft cobalt scales covered his body with tan skin on his underbelly, neck, and under his seven tails. On his back was a gold sword with a few holes in it and an 'eye' like design for the guard. To Ben, it reminded him of an eye of Ra from a class he took on Egypt in Middle School.

"Yo," Ryukendo lazily waved before looking at Sonia, "Well now. A classic beauty of the outside world."

"Oh, you're just saying that," Sonia blushed as she waved him off.

"How come he gets to flirt while we don't?" the Cat/Bat and Dog complained.

"Because he doesn't see a one-night stand or just a rod for their lower holes," Miyuki snorted.

"Name's Ryukendo," the dragon introduced himself to the five, "From the medallions on your necks, you three are the fabled Royalty of the Hedgehogs, the ones destined to reclaim the throne and form the 'Council of Four.'"

"This guy's good," Manic blinked before a black blur went by him.

"Hmm…Yo, yo, yo. This ain't any good ya fo," a voice badly rapped.

They turned to see a Mobian Ox in just a pair of black baggy pants, eight swords on his back just above his eight octopus tentacle-shaped tails. He also wore Manic's vest. Manic looked down and scowled.

"Hey! No one does that to me! I do that to them!" Manic snapped, shaking a fist at the Ox.

"Gyuki! Don't rhyme!" Mavis growled.

"Oh, shit, yo! It's mah sistah! She's home already, so no go!" the Ox paled as Manic took back his vest.

"Aw man…He'd better be glad that he didn't stretch it out…" Manic grumbled as he put it back on.

"Well, you met nearly all of them. The others are out on missions," Miyuki sighed as she rubbed her forehead in a headache before ushering the five into another room, "Please, let us talk in privacy."

She slammed the door shut with two of her tails once White had ran in, tripping on nothing and rolled into a wall. He gave a thumbs-up at being okay. Miyuki lit the fireplace in the center of the room as they were sitting around it on pillows. The five were impressed that the flames, which were to be shades of red, yellow, and orange, were just shades of blue instead.

"So why is the hospital full?" Makoto pondered, "I noticed one stretcher as we went by, showing one of your warriors had ice frozen on her fur."

"…I was hoping you wouldn't notice," Miyuki sighed with regret.

"Uh…Mistress Miyuki-sama? You did it again," White pointed out.

"…Hm?" Miyuki looked down, realizing she was just in her bikini top and a snow-themed thong that gave her a camel toe, "Oh, son of a bitch!"

"…I'm in heaven," Manic grinned as Ben slapped him on the back of the head while Ben kept his eyes covered, "Ah! Jerk."

"I truly apologize for this," Miyuki apologized as she redressed, "The training our warriors go through can result in the unintended side effect of stripping without realizing it."

"Uh…It's-uh…" Sonic coughed into his hand, "So, let's just keep working on the previous subject. Is this why the Winter Freedom Fighters called for us?"

"It is," White nodded, "For the last week, the warriors have begun to show up with parts of them frozen. We sent out a few to find out what happened." He looked down at the ground, sadness evident in his shown eye, "…Only one survived to return. She told us that they tried their best to defeat the unknown figure, but it took them all down with ease. She was barely able to escape by creating a few walls of ice. She was traumatized and lost all memories of what exactly happened."

"Do you think it's one of Robotnik's robots?" Sonia pondered.

"No. We tried an EMP Pulse and it didn't work from the reports," White noted.

"So have any of you even seen this being?" Ben pondered.

"Not me," Miyuki admitted, "In truth, my group was trying to find the attacker when we stumbled upon you five." She bowed to them, "I hope you do not find this as troublesome, but please give us aide in this time of need."

"We'll do it," Ben, Sonic, and Makoto stated in unison.

"And they jump the gun..." Manic muttered as he facepalmed.

"You will? Oh, thank thee!" Miyuki bowed to the five, "White, please bring in that."

"At once," White nodded before he walked out and came back in after a few moments, holding a pillow with a torn white cloth.

"The only one who came back took this as her prize from the monster of ice," Miyuki explained.

"And we need to track it down with it? No problem. Wildmutt's got the best nose in the galaxy out of my current aliens," Ben smirked as he activated his Ultimatrix, "Howler! Aw man...I hate your upgrade, Ultimatrix. Really, I do."

"This could still work, though," Sonia smirked as she took the cloth and held it up to Howler's nose, "Sniff."

"I'm not a dog," Howler growled a little, recalling the one little incident his first time as Howler, "But fine."

He sniffed it. He waved his hand over his nose a little after taking a deep whiff.

"Phew! This guy reeks of blood!" Howler exclaimed, "Okay, I got his scent. Let's get going while I still have time on this thing."

"Good luck," Miyuki nodded as the five raced out, Sonia and Makoto riding on Howler's back as Manic was carried by Sonic.

"Mistress!" Hati shouted as she ran in, "Roll's gone out to fight that monster!"

"What?!" White exclaimed.

"Why would she do that?" Miyuki pondered before her eyes widened, "The trackers..."

"They were all of her clan," Hati nodded.

"...Dear Kami, I pray for their protection and her safe return," Miyuki whispered.

* * *

The cold winds blew at him, yet he gave no heed. He felt no cold, never did feel it. Not since he was given this power. Around him, it felt like the darkness of a wasteland was settling. He felt fortunate that he fashioned a cave to keep the blizzard forming away. He scowled as he looked at his torn left sleeve. He'd get back at the one who tore that piece off one way or another. He'd let nature take its course for once in the winter. At least the clouds blocked that damned moon. That thing was just plain freaky to him.

* * *

**Tutor Me! Azmuth! Done in BlazBlue Chibi Style**

**Starring: Azmuth, Taokaka, Carl Clover, Aya Clover (Nirvana), Bang Shishigami, and Ms. Litchi.**

** The curtain rises up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that is kept nice and tidy and organized. Standing on a table was a small alien. It has grey skin and seems a bit...frog-like in appearance. His large eyes are green with horizontal rectangle irises while he has six 'whiskers' on his face that go down like a beard and mustache. He wears a green robe with silver bands on the shoulders, waist, and neck.**

** "Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduces himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Ultimatrix's alien DNA is store within the Codon Stream within. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."**

**"Um...Mr. Azmuth, I think you forgot about us again," Carl noted.  
**

**"I was getting to you five," Azmuth frowned, "Now then, these are my two students; Carl Clover and Taokaka. With me are my two assistants: Bang Shishigami on the blackboard and Ms. Litchi, who runs the video files on the subjects we're covering. And there is also Carl's...er...sister, Aya. Though to others, she has been given the nickname 'Nirvana.'"  
**

**"..." went Nirvana.  
**

**"I never thought you would have a nickname, Sis," Carl whispered in uncertainty, "Not that you don't deserve one, that is..."  
**

**"Now, Master Carl, my dear Disciple, are you both ready for today's lesson?" Bang asked.  
**

**"Tao is ready! If Tao does her best today, Boobie Lady said she'd make a whole lot of Meat Buns that Tao can eat and eat and eat some more, meow!" Tao cheered, her ears going up and down with her tail as she punched ahead rapidly.  
**

**"Thn stop that and we'll begin!" Azmuth snapped as Ms. Litchi started the reel by playing Ben's transformation into Howler, "This is Benwolf AKA Howler (A name change having been confirmed in Omniverse for the Halloween Trio)..." the clip changed to Ben turning into Underwraps, "...Benmummy alias 'Underwraps'..." and Ms. Litchi played a clip of Ben turning into Frankenvolt, "...and BenVicktor AKA Frankenvolt. These three aliens have been dubbed by many earthlings as 'The Halloween Trio,' due to their appearances reminiscent of the Werewolf, Mummy, and Frankenstein respectively."  
**

**"...Fire..._Bad_..." Tao joked.  
**

**"...You saw that movie before you came here, didn't you?" Azmuth frowned.  
**

**"You got me," Tao smiled childishly.**

**"..." Azmuth facepalmed as Bang drew detailed drawings of Frankenvolt, "Very well, then. Frankenvolt is a Transylian from Anur Transyl. It is a steampunk-esq planet in the Anur System with the moon Luna Lobo, home of Howler's kind; the Loboans."**

**"Good heavens! Anur Transyl must not have anyone that sleeps then if wolfs live upon the moon's surface," Bang noted.  
**

**"True. The Transylians only get two hours of rest per day but they've adapted," Azmuth informed as he pointed at the chalboard, "Transylians are a human-like species which appear to be made of several different body parts sewn together, as well as various electrical generating equipment and life support technology."**

**"Interesting. So they may have a cure for sicknesses," Litchi noted.  
**

**"Don't get your hopes up," Azmuth frowned as Litchi plated scenes of Dr. Vicktor and BenVicktor, "They have become walking electricity/life force generators capable of shooting electricity, manipulating electromagnetic fields and healing others. Transylian's bodies are so far augmented that they can survive in the vacuum of space without any kind of protection, as their muscular bodies, metallic parts and electromagnetic fields protect them from the cold, lack of air and pressure."**

**"A...Amazing!" Bang exclaimed.**

**"They can even "mix" and "interface" themselves with machines and then control them. They're also known as the second smartest species in the Milky Way Galaxy."**

**"Really?" Litchi pondered.  
**

**"Indeed. But that title goes to the Cerebrocrustaceans while we Galvan are the first smartest in the Milky Way Galaxy," Azmuth informed with pride.  
**

**"May we continue on? I wish to know more of Anur Transyl," Bang informed.  
**

**"Of course. Anur Transyl used to be home to two different races, the Transylians and the Vladats. Transylians were the Vladats main source of food, feeding on their blood. But the Transylians rebelled against the Vladats, using superior technology that they had developed in secret, they hunted all Vladats on Anur Transyl into extinction and became the dominant species on Anur Transyl."  
**

**"Egads! What monsters!" Bang gasped.  
**

**"Now let's move on to Luna Lobo, the home of the Loboans. It is the celestial body from which the Loboans originate. A wooded moon, Luna Lobo's landscape is prowled with a race of cunning wolf-beast with a thirst of these feral creatures mostly hunt in packs, it is a lone wolf beast that often proves to be the most savage."  
**

**"Meow. That scares Tao," Taokaka admitted, hiding behind Carl, who hid behind Nirvana, while Bang drew a Loboan.**

******"**The Loboan's natural strength, speed, agility and heightened senses alone makes them the top predator on their planet. As you can see from this diagram, the claws of a Loboan are sharp enough to slice through most Earth-based alloys. Their senses are so great that they can even sense something that others cannot, such as something thinner than even a strand of hair trying to touch them."  


**"Impressive," Litchi noted.  
**

**"True. But the most deadly threat involving them is their howls," Azmuth informed as Ms. Litchi began to play the Yenaldooshi and Howler unleashing their sonic attacks, "Their muzzles have evolved to split down the middle, splitting into four jaws and exposing their esophagi. The cross shape that their muzzles create in this state amplify their howls, causing powerful shockwaves to erupt from them in the colors closely related to them, such as a tainted violet for one while Ben would have green as his."  
**

**"And this last alien?" Litchi asked as Bang drew a drawing of Underwraps.  
**

**"Thep Khufans are known as the 'mummies of the galaxy.' They have the ability to use their bandages as tentacles. They can also stretch, regenerate, and reshape their bodies. They are fairly strong, able to lift something as heavy as a Petrosapien with little effort," Azmuth informed as Litchi showed Diamondhead fighting against the Mummy along with a clip of the Mummy taking in the Corodium into its body, "They seem immune to Corrodium and they also have been shown to have super agility."  
**

**Bang drew Underwraps.  
**

**"As you can see, their bodies are actually just bandages and the armor upon them. The armor upon their heads represents various meanings and assignments. The one on Ben's mask as Underwraps means 'Powerful Warrior,'" Azmuth informed, "This also allows them to store things away in their bodies. There are also subspecies to them, such as the black-wearing Cyclone Threp Khufan and their powers over wind."  
**

**"And where do they live, Professor Azmuth?" Litchi asked.  
**

**"The Threp Khufan live upon Anur Khufos. Their planet has quite the heat, easily killing a human within 0.002 seconds upon exposure. The Threp Kufans live within domed huts upon this planet. However, it is also a dark, dangerous world for other species due to one single mineral that could be just as terrible for a human to be exposed to as direct contact with the Azure," Azmuth noted, Litchi pursing her lips nearby as she rolled a clip of the Mummy excavating a purple jewel, "Corrodium is a mineral of great potential energy, similar to coal or uranium of earth at a larger scale, and for a time was mined throughout the galaxy as an efficient, large power supply."**

**"Interesting," Bang nodded.  
**

**"However, like uranium of Earth, the Corrodium has severe side effects and is very unstable so it's use was largely ceased except by the Ectonurites and those within their empire who were immune to the effects due to evolving naturally close to the mineral. Human and Earth-born species are particularly submittable to mutation from the crystal, with their bodies being warped beyond recognition and their mind being corrupted to hostility at anything that moves, and prolonged exposure to Corrodium would make these mutations permanent," Azmuth continued as Litchi showed clips of the mutations.  
**

**_'It's like with _him_...'_ Litchi thought sadly.  
**

**"There is one last thing you all need to know," Azmuth informed, earning the attention of everyone, "You can tell that these three have somethings in common, yes?"  
**

**"You mean like how they all live in the Anur System of the Milky Way Galaxy?"  
**

**"Exactly. They are all also under the enslavement of one species; the Ectonurite," Azmuth informed as Litchi played Ben turning into Ghostfreak, "This is an Ectonurite, labeled as Ghostfreak by Ben Tennyson. They are from Anur Phaetos."  
**

**Bang drew Ghostfreak, an equal sign, and a bee.  
**

**"Lacking individuality, Ectonurites seem to be part of a dark mass consciousness that literally composes the fabric of their domain. Like the Earth's race known as 'Bees,' Ectonurites are part of a hive mind. This mind is embedded in the very fabric of their being, a miraculous genetic memory that allows them to remember absolutely everything from the day they were born; even a single strand of DNA can replicate it in its entirety."  
**

**"Amazing. Think of all the good things that could come out for humanity if we learned how that happens," Litchi noted.  
**

**"Yeah. That is a bad idea. Roll File Footage 24-211," Azmuth informed before Litchi pulled up the episode 'Ghostfreaked Out' and waited until it was done playing before resuming, "You see? Imagine if that was one of your villains with that ability. You'd have multiple versions of him going about."  
**

**"Yikes...Why did you even get a DNA Sample?" Carl asked.  
**

**"It wasn't me! The High Ecto-Lord Zs'Skayr hid in the alien whose DNA would eventually let Ben turn into 'Wildvine,' during the DNA collecting!" Azmuth grumbled before seeing Tao raise her hand, "Is it about fighting, napping, or eating?"  
**

**"Uh-uh. Tao wants to know why Ugly Ghost shed his skin!"  
**

**"...That's surprising. I never thought you'd ask something that would be good for the subject," Azmuth admitted as Bang drew both versions of Ghostfreak, "Ectonurites may look a classical ghost with a track for the eye to travel upon but they are not. This form may not look frightening but it is actually a second layer of skin which Ectonurites can grow to protect them from sunlight and take on an appearance that does not strike terror in the heart of others. This second skin allows them to leave their planet and interact with other beings without scaring them. Without their protective layer of skin the Ectonurites look like a misshapen horror."  
**

**"They look like the more sinister version of ghosts when they shed that second layer," Litchi noted, looking at the upside-down skull with only one eye that made Ghostfreak's true form's head, as she played clips of Ghostfreak and Zs'Skayr's fights (And the non-heroic things Ben did as Ghostfreak when he was 10, such as sneaking into a room to play a game that resulted in him, Gwen, and Max getting kicked out of a hotel).  
**

**"Ectonurites can phase through matter and make themselves invisible. They can also inhabit other bodies and possess them. They also possess powerful telekinetic abilities, the extent of which is still unknown, even by the Galvans. Only in true, absolute darkness can an Ectonurite use its abilities to their full potential," Azmuth informed as it showed Zs'Skayr's true form out in space and then him turning Vilgax's people into Ectonurites, "Zs'Skayr, an Ectonurite, has been shown to be able to transform living creatures into Ectonurite minions, with the appearance of the Sun-shielded Ghostfreak which may also serve as their means of reproduction. He also stated that he could absorb the powers of other living things having already absorbed Ben once and planned to absorb Vilgax's powers as well. We can only pray that the upgraded filter I made specifically for Ghostfreak holds."  
**

**"Is there any way we can defeat these monsters?" Bang asked.  
**

**"Yes. They have a few, barely known, flaws," Azmuth informed as he had Bang draw Ghostfreak's true form burning up near a sun, "Being creatures of the night, light, especially sunlight, renders Ectonurites powerless and causes severe physical damage, destroying their bodies. Even a small amount of light is enough to weaken their abilities. Certain chemicals can negate their intangibility and invisibility. Galvan Prim has been able to fashion Anti-Ectonurite Weaponry for the Plumbers just in the case of them attempting to go into an intergalactic war."  
**

**"I...I see..." Bang nodded.  
**

**"Good thing we live near a sun, then," Carl noted.  
**

**"..."  
**

**"Huh? What do you mean 'that may not help,' Sis?" Carl asked, looking up at Nirvana.  
**

**"She's got good eyes," Azmuth noted as Bang drew Zs'Skayr as a king with the Mummy, Dr. Vicktor, and the Yenaldooshi kneeling before him, "The Anur System...has been concurred by the Ectonurites. All the races there are now under their control...many of them being able to survive in the sunlight."  
**

**"So we'd still have to be afraid of being under their rule," Bang scowled.  
**

**"Meow! what about their planet?" Tao demanded.  
**

**"Ah. The planet of the Ectonurites? Well, Taokaka...Their 'planet' is told in legends as 'the center where galactic chaos springs forth,'" Azmuth informed as Bang drew a drawing of a black mass surrounded by bones, "From a distance, Anur Phaetos is fairly dark, surrounded in bone-like protrusions. Though, in truth...It is much, much worse once you're in there. Show the file footage."  
**

**"Yes, Professor," Litchi nodded as it showed video recordings of Anur Phaetos.  
**

**"Anur Phaetos is, in reality, an inter-dimensional world, as opposed to being a planet, composed of large purple-blue and black stones floating in a dark abyss. Ectonurites living there are revealed to be fairly aggressive, a trait that oddly seems to carry onto the landscape."**

**"How so?" Carl pondered.**

**"The whole planet is surrounded in portals leading to "the darkness," where if you're not an Ectonurite and unfortunate enough to fall into it will transform into an Ectonurite and be part of their hive, never being able to change back to normal. Also, caves and walls are coated in electrical tentacle-like protrusions, blowdart-shooting structures and pink spikes seen all over Anur Phaetos and jagged bone-like structures as well. There are also red vortexes, moving platforms, "lanterns", holes that send strong gusts of air and portals leading to complex tunnels with numeral gaps, barriers and hazards, making Anur Phaetos a highly unpredictable dimension."**

**"Wait. If they're a system, don't they have a sun?" Litchi asked.  
**

**"No. Ancestors from their galaxy long, long, long ago ticked off a Celestialsapien and, well, the lady was so livid she took away their sun and made the race that ticked her off die in sunlight," Azmuth informed.  
**

**"Meow! That was dumb of them!" Tao noted.  
**

**"Indeed. You do not enrage a Celestialspaien if you want to live a normal life," Azmuth nodded, "Now then...Show me your notes!"  
**

**Carl and Tao turned their notebooks in. Tao's notebook was filled with drawings of Tao hiding from a Loboan, Tao playing with Underwraps as a yarnball, and Tao beating up Frankenvolt. He turned a page to shudder at seeing Tao running away from Ghostfreak's true form and a large swarm of Ghostfreak-colored mutant bees. Apparently, Tao had a phobia of ghosts. Azmuth looked at Carl's notebook, always impressed at the details he put into his notes and drawings. He looked at the one involving Ectonurites and noted that Carl was trying to come up with ways to fight them in case they were able to negate their sun's might.  
**

**"I only pray your planet doesn't endure this, Carl. I can only pray," Azmuth whispered to himself.  
**


	8. Lust SIN

**Underground Omniverse  
**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series. I do own Roll Cyber Sakurai, though.  
**

* * *

**Rebel 8: Lust SIN**

* * *

"Dude, why aren't we out there and in the hospital?" Manic frowned as he and Sonic walked through a wing of the hospital.

"We're going to see just what whatever it was did to that warrior," Sonic replied, "I'd rather not go unprepared."

"I'm afraid you'll have to," the two turned to see a saddened Sköll, wearing a black kimono, "The survivor passed on just an hour ago."

"What?" Sonic gasped.

"Come," Sköll ordered as she led the two into a room with a lone figure in the bed, their body completely covered by the cloth.

"Oh no," Sonic whispered.

Sköll ushered the two over to the covered figure. She removed the cloth a bit and the two hedgehogs paled. Nearly half the body had been frozen solid in ice. In her hands was a black rose, a few tears staining the petals. What really got their attention was that the body was that of a Mobian mix of a hedgehog and a fox.

"Rose Sakurai," Sköll explained to the two, "We couldn't melt the ice and it was absorbing her soul, her very life force, from what we could diagnose."

"This is more than what I thought would be threatening about it…" Sonic whispered, his fists shaking a bit.

* * *

"So you can extend the time by not using it for fights or exerting yourself?" Makoto pondered the two girls still riding on Howler's back as he followed a scent trail through the snow.

"Yeah," Howler replied, "The less I do as an alien, the longer I can use it without the influence forming."

"That's ingenious," Sonia noted before the alien wolf hit something.

"Ah!" Howler yelped, accidentally tossing the girls into the snow as he shot up and rubbed his nose.

"Uh…B-B-Ben…" Makoto paled, "S-s-s-s-s-s-sonia…"

She zipped behind Howler and Sonia while pointing a shaking finger at what Howler hit. The two looked at it and screamed, causing Makoto to scream as well. Before them was a frozen wolf Beastkin, a look of pure terror on her face. Makoto scooted away and hit something with her back. She slowly looked up to see another frozen warrior, her upper half separated from her lower half in the ice. Makoto screamed again as she jumped into Howler's arms with Sonia.

"Well…we…we found what happened to the others…" Sonia whimpered.

"S-s-s-scary…" Makoto cried softly, _'Aw man…Even with what I've seen as a NOL Intelligence Officer and a spy for Sector Seven, this still freaks me out!'_

Howler saw one just almost frozen solid. He put a pair of claws on her neck.

"…She's gone," Howler whispered as he looked around, "They're all dead."

"I know this ice," Makoto gulped, "It's Soul Ice."

"Soul Ice?" Sonia repeated as the two girls regrouped with Howler.

"It's a magical ice, one that freezes not only the body, but freezes over the soul in order to absorb it into what casted it, making it or the weapon used to cast it stronger" Makoto informed, closing the eyes of the passed on warrior.

"You sound like you had experience with this kind of ice," Howler noted.

"…It was two years ago. A war had broken out between Ikaruga and Kagutsuchi," Makoto explained, "I was on the field for the last battle when I saw the guy who would eventually be known as 'The Hero of Ikaruga' unleash his blade upon the enemy. This ice engulfed them all with no survivors."

"Remind me to avoid him then," Howler gulped as Sonia nodded in agreement, "Let's-uh...let's keep going. Yeah. That should be good enough. We'll come back to get them later."

"R-Right..." Makoto nodded before the three walked away.

* * *

"Faster, Bro! Faster!" Manic shouted.

"I'm going as fast as I can!" Sonic growled as he zipped across the frozen lands, _'We have to find them...'_

"...Hey, Bro..."

"What?"

"She seemed so peaceful, didn't she?"

"Who?"

"The lady who died by the ice. You think that flower was given to her by someone she really cared for at the end?"

"Manic, can we not talk about this?"

"I'm just saying that to die with a smile...seems like they enjoyed their life to the fullest," Manic noted.

Sonic kept quiet but gave a nod. To have that kind of thought for one who passed on was kinda nice. He glanced up at Manic, noting the quiet, thinking look his younger brother had on his face. Guess he was thinking of that as well. Manic must have seen a lot of death in his childhood with all the thieving and fighting. It got Sonic to ponder how long Manic was 'innocent' to death.

* * *

"Ben, you lasted well over ten minutes as Howler. Yet you said you had a ten-minute time limit for your aliens," Sonia noted.

"That's during fights and overexerting myself," Ben explained, "I didn't really do that since we took a few breaks every now and then."

"At least you got us close enough to a cave," Makoto noted as she pointed at a cave ahead.

"Thank good…" Sonia began before the cave exploded, "And I think we just found the problem."

"There you guys are!" Sonic called as he skidded to a halt with Manic on his back, "Guys! The thing's ice is eating their souls!"

"**Hishōken (Ice Flying Sword)**!"

Makoto paled, "Oh no…It…It can't be…!"

"What's wrong, Mako-whoa!" Sonic yelped as he jumped over a buster-sword made of ice, "What the heck was that about?!"

"It's him…" Makoto slumped.

Out of the smoke, two figures jumped out in a stalemate of blades. One was a Mobian hedgehog-fox fusion. Her coat of fur was a moderate grayish-gold with a soft snow-white muzzle and moderate jade eyes. Her quills went down to her hips and held together just above the bottom by an oversized green bow. She wore a heavy pink and black snow-coat with red trimmings of a fur-like fabric and baggy black snow-pants. In her hands was a cyan rapier with lightning bolt designs on the guard and a tentacle-shaped handle/hilt.

Her opponent was a human, one that Makoto knew all too well. He was a good-looking and slender young man with short, stylish blond hair and green eyes. He wore the NOL major uniform Makoto had seen on him before with a black turtleneck and leggings under a white Japanese-style garment, white gloves, military boots, and a "jolting sapphire" colored jacket with a red lining and very long, detached sleeves. In his hands was a long katana with a silver attachment connecting the blade to the green and white hilt/handle, the silver attachment having two silver 'tube's on the sides and pointed upwards along the blade.

"Jin Kisaragi," Makoto gulped.

"_That's_ Jin Kisaragi?! The one you called the 'Hero of Ikargua?!'" Sonia gawked.

"How'd he end up here?" Ben pondered.

"Murderer!" the Hedgefox screamed as the two jumped back from each other before she lunged, releasing a cyan laser from the tip of her blade, "**Cyan Shooter**!"

"**Summon Yukianesa (Snow Woman [A/N: A Yukianesa/Yuki-Onna is a Japanese fairy of winter])**!" Jin roared as he sheathed and drew his blade, creating a wall of ice that reflected the laser back at the Hedgefox.

"Yikes!" the Hedgefox barely dodged.

"Again with you mutant Beastkin? Honestly!" Jin growled.

"Shut it! You killed my clan!" the Hedgefox growled, "I will never forgive you for that! Not now! Not ever! **Laser Lance**!"

With that, she swung her rapier in a vertical arc. A lance-shaped laser shot out at Jin. The former Major of the NOL jumped over the attack and sent another blade of ice at the Hedgefox. She barely jumped back.

"**Fenrir**!" Jin roared as he stabbed his blade into the ground.

An ice wolf head twice the Hedgefox's size erupted behind her. It nearly impaled her if Sonic hadn't zipped by, grabbing her.

"Come here often?" Sonic joked as he stopped by the others.

"What are you doing?!" the Hedgefox frowned before hissing in pain.

"He broke the skin," Mani informed, seeing a bit of blood on the frozen wolf head, "But you'll be okay."

"That…That would have impaled me!" the Hedgefox gasped, "Oh, dear...Yacker, please tell me you see this."

Her rapier glowed before turning into a short-sword. Floating above it was a squid-like creature, the size of her head. It had three tentacles with a curly 'point' on the top of its head, and one large red eye. It blabbered a bit at the sight of the blood.

"Major!" Makoto called as she ran up, stopping a few meters away from him, "What are you doing?!"

"What's it look like? Taking care of these mutated Beastkin," Jin replied.

"Mutated B…?!" Makoto frowned, "They're Mobians, idiot!"

"Idiot?! You little bitch!" Jin growled.

**Makoto Nanaya vs Jin Kisaragi**

**Stage: The Frozen – _Cast ye in the name of God. Ye are not Guilty._**

"Dispatched in Mankind's darkest hour, we are knights of the blue flame (Oh, shoot. I forgot)!" the two recited, Makoto forgetting the other half of it.

"…Seriously?" Jin scowled at the Squirrel Beastkin.

"It's hard to remember that, okay?" Makoto pouted before shaking a fist behind her-not once looking away from Jin-, "One comment from any of you and all of you are getting your asses kicked!"

**THE WHEEL OF FATE IS TURNING – REBEL 1 – ACTION! CUE: Lust SIN – THEME OF JIN KISARAGI**

"**Fenrir**!" Jin roared as he swung his blade, unleashing a massive wolf head of ice at Makoto.

"**Spoon**!" Makoto cried out as she did a powerful punch with her right fist, shattering the ice wolf.

"**Musō... Senshōzan (Mist Spear…Piercing Crystal Slash)**!" Jin roared as he shot through the shattering ice, riding upon a vehicle-like ice bade.

"Yikes!" Makoto yelped as she barely ducked, only for Jin to jump off with a flip and slam a foot into her back, sending her tumbling ahead a few meters, "I landed on my tail…"

"**Musō Senshōzan**!"

"Not again!" Makoto yelped as she jumped over the attack and began to hover by spinning her tail.

"She can fly with her tail?" Manic blinked before Makoto swooped down at Jin.

"**Squirrely Dive Bomber**!" Makoto shouted as she attempted to slam a fist on Jin.

"**Ue ni mukyō (Beyond boundaries)**..." Jin began.

Makoto got closer and swung. Jin blocked the attack and unleashed a quick draw. Makoto cried out as she was frozen within a pillar of ice. Jin began to sheath the blade.

"…**Kokūjin: Yukikaze (Empty Air Array: Snowy Wind)**!" Jin finished.

With the final 'click' of his blade being put into its sheath, the ice shattered and Makoto dropped down, her arms and left leg frozen in the ice. The five watching cried out in fear for the Squirrel Beastkin.

**DISTORTION FINISH!**

"Makoto!" everyone but the Hedgefox cried out.

"Oh no," the Hedgefox paled.

* * *

_"Thanks again, Kevin."_

_ "Dude, any reason why you didn't just go Alien and go home that way?" Kevin asked._

_ "Lighten up, Kevin. Ben's trying to stop using the Ultimatrix so much," Gwen noted._

_ "Whatever. We both know that Ben just wants to be seen more responsible so he can get that new Omnitrix from Azmuth," Kevin snorted before slowing down his convertible, "Uh oh."_

_ "What's up?" Ben pondered, peeking out from the back seat to see a crowd of people were gathering._

_ "Ben…are they gathering at your house?" Gwen pondered._

_ "Seems like they're heading that way," Ben noted as the three got out of the car._

_ One of the people in the crowd noticed Ben and began to whisper to the others. Within moments, the crowd parted for him. The three felt an uneasy silence in the crowd. Not one was cheering or excited at seeing Ben…they were all giving him sympathetic looks. He felt a bad feeling well inside of him. Ben quickly ran ahead, the feeling inside of him growing worse. He skidded to a halt and paled._

_ "Whoa…" Kevin gulped as he and Gwen ran up._

_ "Your house…" Gwen gasped, seeing the one-floored building had ice emerging from broken windows with a few bodies of Forever Knights littering the front yard._

_ "Mom! Dad!" Ben screamed as he ran into the building, the door already broken._

_ Somewhat melted ice was in the living room, yet it was still covered in ice. He slid down the hallway and went through another broken door. He nearly lost his smoothies of that day at the sight. Around the room were frozen Forever Knights. In the center of it all, hugging each other gently in a final eternal embrace, was his parents, their clothes torn in places with blood staining various places._

* * *

"No…Not again…" Ben whispered as his trembles grew.

"Now…to finish you," Jin scowled as he began to approach the semi-frozen, groaning Makoto.

"Come on...Come on..." Ben gulped as he cycled the aliens for use in his Ultimatrix.

Ben smirked as he spotted a symbol for an alien on the selection wheel. It had been a long time since he had used it last and it was the perfect opportunity. He looked up at Jin as he began to approach the semi-frozen Makoto.

"Hey, Jin!" Ben shouted, causing the man to turn from the semi-frozen Makoto, "Why don't I introduce you to a guy you'll hate with with a burning passion?"

With that, Ben slammed the Ultimatrix emblem down. Time seemed slowed around Ben in his mind as the transformation took place. Charcoal and melting stones raced up his left hand and right to his shut eye. His body was engulfed in more of it as crack between the stones revealed that his body had become fire and magma beneath. His head erupted into flames, revealing a single red head-like stone within. Small 'volcanoes' formed on his shoulders, blowing out flames. The emblem of his aliens formed upon his torso.

"Heatblast!-!-!" the alien roared as the area around them began to start warming up almost instantly.

**Ben Tennyson (Heatblast) vs Jin Kisaragi**

**Stage: The Frozen (Boiling) – _Burn away thy sins__. Repent for thine actions of death and despair.  
_**

"A form of flames? Ha! As if that will stand up against Yukianesa!" Jin declared as he assumed a drawing stance.

"Time for you to get a hot foot," Heatblast smirked, his flames growing stronger.

**THE WHEEL OF FATE IS TURNING - REBEL 5 - ACTION!**

With that, Jin swung his blade, encasing Heatblast in ice. Heatblast's face retained it smirk in his icy prison as it started to glow red and melted away. Heatblast roared as the ice was evaporated within an instant…along with the snow around them and Makoto's ice.

"S…Such power…" Sonia whispered in awe and shock as the heat died down.

"Sorry, Sno-Cone, but fire beats ice," Heatblast smirked.

"What?! How can this be?!" Jin growled as the Pyronite ran between him and Makoto.

"Because I'm on fire," Heatblast smirked before sending a wave of flames at Jin, making the man dodge, "Makoto, get out of here!"

"Right," Makoto nodded before racing off to the others.

"Oh no you don't!" Jin roared out as he sent an ice sword at her…only for a fireball from Heatblast to intercept and melt it.

"Hey. Leave her alone! You're dealing with me," Heatblast growled.

"Why you…"

"**Burning Tornado!**" Heatblast roared.

With that, Heatblast swung his arms. A wave of flames erupted from the swing and quickly turned into a whirling tornado of flames. Jin entered a drawing stance.

"**Rehhyō (Rending Ice)!**" Jin roared.

Jin performed a stationary vertically-aimed quickdraw slash. A wall of jagged ice erupted before him and parried the flames. The two attacks were cancelled out before Heatblast charged through the steam.

"**Inferno Rocket!**" Heatblast roared as he slammed into Jin's gut, causing him to scream in pain at the intense heat before Heatblast did a roundhouse, "**Hotshot Roundhouse!**" He then delivered an uppercut, "**Blazing Uppercut!**"

"He's beating him back!" Makoto gasped.

"Enough!" Jin snapped as he jumped back, his shirt burned off to expose his new burns, "**Astral Heat!**"

"Oh no…" Makoto paled as a blizzard began to erupt around Jin.

"What's going on?" Sonic gulped, the three hedgehogs unaware of their Medallions starting to tremble.

"He's activating his **Astral Heat**…" Makoto gulped.

"What's an Astral Heat?" Manic asked, trembling a bit.

"The ultimate attack. It pours all your power into one super massive power strike," Makoto explained, "Though it leaves you drained for a bit."

"Yikes," Manic gulped, "So what's his do?"

"…You thought his last ice attacks were bad? Well…this one is said to have the full force of a _thousand_ Ice Ages rolled into one, single strike!" Makoto exclaimed, "I heard that his attack is capable of devouring souls instantly due to the harsh cold of it."

"Oh no…" Sonic gasped with the Hedgefox.

"Ben! Get out of there!" Sonia shouted.

"Behold the power of Yukianesa!" Jin roared within the blizzard.

"…" Heatblast looked down to see his body was starting to freeze over, "Nice try. But you know the saying…'Can't take the Heatblast…'" Flames and heat began to flare out of him, evaporating the ice trying to ensnare him, "'…Stay outta his way!'"

Heatblast barely recalled an old memory. It was when he was ten and an incident with the destroyed Fountain of Youth. He couldn't remember much, but he remembered bits of his time as Heatblast…and how hot he had gotten. It was hotter than anything he had used before or even now. Heatblast closed his eyes and began to focus. For a few second, a strange white emblem appeared behind the two. For Jin, his symbol resembled a heart divided in half by a black blade with a snowflake guard with six arrows surrounding the 'heart' and two unicorns near the bottom halves of it. But for Heatblast, It resembled his Ultimatrix emblem surrounded by eight 'wings' of flames, vines, ice, ground, lightning, 'shadows,' 'light,' and 'space.'

"He…He can use **Astral Heat**?!" Makoto gawked.

"**Eien ni itetsuke** (Freeze eternally)!"

"**Burn away**…"

"**Rengoku Hyōya(Icy Night of the Purgatory)**!"

"**Supernova Rampage**!"

Jin was about to draw his blade when a snowball thrown by Makoto bonked him upside the head. That was all the distraction Heatblast needed to ram into Jin. The flames of his feet erupted and sent the two high into the air, right into lower outer orbit.

"**Let me show you…**" Heatblast spoke before forming meteors all around him from his body and flames, "**…Why I'm the Universe's Ultimate Hero**!"

With that, the meteors were unleashed, ramming all around Jin's body. Heatblast rode on the largest one, the size of their bodies put together. He rammed right into Jin and they shot down at their take-off area.

**ASTRAL FINISH!**

The resulting impact created a pillar of black smoke. It faded away, revealing a panting Ben and a knocked-out, bloodied Jin.

"Phew! Remind me to not do that again if I can help it…" Ben panted as he wiped his brow, the Ultimatrix's green coloring a solid red.

"That was awesome!" Makoto cheered as she raced over and tackle-glomped Ben, resulting in the teen to have his head engulfed in her ample bust, "You were on fire!"

"Bad timing for the joke," Manic snickered.

A black portal appeared beside Jin. A lone figure emerged from it. It appeared female in appearance based on the shaping underneath the purple cloak that seemed to cover the entire body with a black witch's hat and a long white scarf ending in pink tattered ends.

"Who are you?" Sonic pondered, preparing to summon his guitar.

"..." the figure was engulfed in another red portal with Jin and vanished through it, leaving nothing behind.

* * *

"Finally, we're back in the city," Manic gave a relieved sigh as various members of the city were bringing in the bodies of the passed on warriors.

"Yeah. But that lady in purple creeps me out. What did she do with that guy?" Sonic pondered before the Hedgefox tapped his shoulder, "Huh?"

"Y…You saved me…" the Hedgefox squeaked out with a small blush.

"It's no problem," Sonic replied.

"You really saved me."

"Uh…Well, yeah. I did."

"A-a-a-ano…"

"?" Sonic raised a brow as she bowed to him.

"I am Roll Cyber Sakurai, last of the Sakurai Branch in the Hyorinmaru Clan. I am sixteen years of age and am a Type-O Blood-type," she introduced herself.

"Uh…" Manic blinked before the four watching the two gawked when the girl suddenly kissed Sonic on the lips…before their eyes widened at the two translucent, multicolored angel wings that seemed to have emerged from her back for a few seconds before fading away.

"…" she stopped her kissing and smiled gently at him, "…And with this kiss, I am forever yours, winged by you and you alone."

"…What?!" Sonic exclaimed.

* * *

**Tutor Me! Azmuth! Done in BlazBlue Chibi Style**

**Starring: Azmuth, Taokaka, Carl Clover, Aya Clover (Nirvana), Bang Shishigami, and Ms. Litchi.**

** The curtain rises up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that is kept nice and tidy and organized. Standing on a table was a small alien. It has grey skin and seems a bit...frog-like in appearance. His large eyes are green with horizontal rectangle irises while he has six 'whiskers' on his face that go down like a beard and mustache. He wears a green robe with silver bands on the shoulders, waist, and neck.**

** "Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduces himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Ultimatrix's alien DNA is store within the Codon Stream within. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."**

**"Um...Mr. Azmuth, I think you forgot about us again," Carl noted.  
**

**"I was getting to you five," Azmuth frowned, "Now then, these are my two students; Carl Clover and Taokaka. With me are my two assistants: Bang Shishigami on the blackboard and Ms. Litchi, who runs the video files on the subjects we're covering. And there is also Carl's...er...sister, Aya. Though to others, she has been given the nickname 'Nirvana.'"  
**

**"Now, Master Carl, my dear Disciple, are you both ready for today's lesson?" Bang asked.  
**

**"Tao is ready, meow!" Tao cheered, her ears going up and down with her tail as she punched ahead rapidly.  
**

**"Then stop that and we'll begin!" Azmuth snapped as Ms. Litchi started the reel by playing Ben's transformation into Heatblast, "This is the original alien. The very first one that Ben Tennyson transformed into. The Pyronite known as 'Heatblast.'"  
**

**"Heatblast?" Carl pondered, "Pyronite? As in 'Pyro,' meaning 'Flame?'"  
**

**"Exactly, Carl. Nice use of doing a translation using the Italian Language. In truth, that's the closest thing you can use to translate alien species' titles," Azmuth smirked, "Pyoronites are a special type of alien. They don't have planets that they're born upon."  
**

**"They don't?" Litchi pondered.  
**

**"Not in the least. Here, look through this telescope I've modified to let you look at the sun's surface without going blind," Azmuth offered as Litchi peered through the telescope and saw Pyronites were on the sun's surface in sun-made structures, "That's right. The Pyronites live upon suns!"  
**

**"Mewow! That's so totally awesome!" Tao exclaimed as her tail went off wagging.  
**

**"Yes, yes. Of course it is," Azmuth chuckled, _'Tao's excitement on that sure is contagious.' _"And back to classes."  
**

**Bang drew a Pyronite with and without flames.  
**

**"Now then, Pyronites have a weakness for anything liquid and flame retardant, taking greater than one minute to restore their flames depending on the amount and potency," Azmuth explained, "While many Pyronites don't leave their worlds, many will train themselves in close-quarters combat in order to make up for their flames being extinguished during a fight while out on different worlds."  
**

**"Can they control fire?" Carl asked.  
**

**"Indeed they can. While they can't control the flames of the sun they come from, they're able to manipulate any kind of flames with blue flames being quite difficult due to the power in them," Azmuth explained as Litchi showed a clip of Heatblast absorbing flames, "Pyronites are capable of absorbing any flames near them."  
**

**"That's amazing," Litchi noted.  
**

**"Truly astounding!" Bang agreed.  
**

**"Meow! Tao wants to know what happens when they sneeze! Are their boogers fire too?" Tao asked.  
**

**"...Well..." Azmuth coughed as Litchi played a clip of Heatblast with a cold, "When Pyronites get colds, they undergo a stunning transformation. Their flames turn shades of blue which, normally, signify that the flames are at their strongest. But in this case, Pyronites lose their fire abilities and gain ice flames."  
**

**"So they sneeze ice boogers!"  
**

**"Taokaka!" Azmuth barked.  
**

**"Uh oh. The Froggy Man's mad..."  
**

**"I'll reprimand you later on comments like that," Azmuth nodded, "Now then...Show me your notes!"  
**

**Carl and Tao turned their notebooks in. Tao's notebook was filled with drawings of Heatblast and her, Tao cooking things on Heatblast. There were even a few drawings of Kaka Kittens made from Pyronites in the corners. Carl's was as usual with the notes focusing on the abilities and how they could possibly exist. He chuckled as he noted that Carl was thinking of how Pyronites could be good involving cooking meals.  
**

**"I do believe they're hungry," Azmuth noted, "Ms. Litchi, would you like to use the kitchen for your meat buns that Tao mentioned?"  
**

**"But of course, Professor Azmuth," Lithci nodded as she left.  
**


	9. Celebrations

**Underground Omniverse  
**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series. I do own Roll Cyber Sakurai, though. Happy Halloween!  
**

* * *

**Rebel 9: Celebrations**

* * *

"It's a sacred tradition here?!" the Sonic Underground exclaimed in Miyuki's meeting chambers.

"Yes, it is a sacred act that all the women of our city perform," Miyuki informed, "When a woman of age is rescued from being killed, they are entitled to be the wife of the one who rescued them, be they the same gender or opposite in gender."

"…" Manic raised his hand.

"Yes?"

"What do you do if they make the woman get in danger on purpose for them to save?" Manic asked.

"The man is banished from our city for eternity. Furthermore, the woman will be compensated," Miyuki informed, "Oh, and we castrate the male as well."

At that comment, Manic, Sonic, and Ben scooted away from her. She just had to say that with a smile.

"But…"

"To turn down this sacred right for her would result in her permanent banishment," Miyuki interrupted Sonic, "Do you have no heart?"

"Hey! I do too have one! But this…This is huge for me, okay?" Sonic informed, "Same with Roll here."

"I am perfectly fine with it," Roll informed.

"…It's because he's a prince, isn't it?" Sonia asked.

"…What's a prince?" Roll asked innocently, causing almost everyone to facefault.

"You've never heard of the Royal Hedgehog Family?" Sonia asked as they recovered.

"…The who now?" Roll tilted her head, earning another round.

"I forgot that she never pays attention to things like that," Miyuki sweatdropped as she got up.

_'Good thing Kevin isn't here to make fun of Sonic's luck,'_ Ben thought before frowning.

"How romantic~" Makoto swooned, her tail wagging happily behind her.

"Eh?" Roll blinked before Makoto took her hands, the squirrel Beastkin's eyes sparkling.

"This is truly amazing! I mean, my friend Noel used to say that one of the greatest things to experience is to be saved by a prince and that's what happened to you!" Makoto giggled, "Oh, she'd be _so_ jealous if she were here!"

"Uh, girls, can we get back to the fact I'm uncomfortable with this?" Sonic noted.

"Very well. Lucky for you, it is not an immediate thing," Miyuki informed, "She will stay with you and leave with you."

"So this also helps with the banishment thing," Sonic frowned.

"Trust me on this, this is something I've wanted to abolish for years now, but I can't. It's too deeply ingrained into our other laws that I can't get rid of it," Miyuki frowned before handing Sonic a pamphlet, "I do have this so that it will give you a bit of help on situations."

"'So you've been given the Kiss of Marriage by a Hyorinmaru Woman,'" Sonic read the title, sweatdropping at the title.

"Please read it at your own time," Miyuki smiled apologetically.

"O…Okay, then," Sonic slumped.

* * *

"So what does it say?" Ben pondered.

"'We apologize if you are already married, but to be given the Kiss of Marriage by a Hyorinmaru Woman entitles you to have two or more wives with the 'Eternal Springs Contract' that was formed when the events of the late King Hideyoshi Subsonic saved the life of Lady Miyen, the Hyorinmaru Woman, and Lady Ophelia, his wife,'" Sonic read, "…Huh. That explains that portrait of our ancestor with two women, guys."

"I was wondering why that one had two women in it," Sonia noted.

"I just thought one of them was a daughter," Manic shrugged.

"'Bylaws of the Kiss of Marriage are as followed: 1) The Hyorinmaru Woman is required, but not enforced, to bathe only when the one she kissed bathes…' R-Really?! _That's_ the first one on the list?!" Sonic blushed as Manic collapsed, laughing while kicking his legs into the air, "'2) The…' You know what, I'm just going to replace what they say with Roll's name, okay? '2) Roll is to heed to the orders of the one she gave the Kiss of Marriage to unless it contradicts the third bylaw. 3) Roll is to…to…'"

Sonic dropped the pamphlet. Ben slowly picked up the pamphlet. He dropped it within seconds of reading the third rule, his face a solid red. Sonia rolled her eyes before picking it up.

"'3) The Hyorinmaru Woman is to satisfy any sexual urges the one they kissed desires. This rule only allows the one kissed to give into pleasure through the womanhood, mouth, or derriere. Anything else will result in self-defense,'" Sonia read before slowly turning to a red-faced Roll, wearing a pink kimono.

"I…I didn't know we had to do that…" Roll whispered, glancing at Sonic before looking away, flustered by this revelation.

"Okay. We'll just avoid that for now. '4) The Hyorinmaru Woman is expected, but not demanded, to rest with the one that was kissed…'" Sonia and Roll blushed heavily as Makoto started to giggle.

"Oh, they make it sound like rules for a marriage!" Makoto giggled before turning to Roll, "We have got to get you some sexy outfits for him to cuddle you in, Roll!"

"…" Sonic walked over to the driver's seat and began to slam his head on the horn various times as Roll did the same to the wall on the opposite side of the bus.

Manic just laughed harder at that. Things were going to be more excitable and hilarious in his opinion. Tails sweatdropped as he looked out at the bus nearby, setting up black and orange decorations.

* * *

"…You are just as shocked as I am, are you not?" Miyuki asked, looking at the blue flames of her fire pit.

"There hasn't been an arranged marriage in centuries since now. I must admit that this is rather interesting."

"…Do you believe she will be a good wife to your son, my dear cousin?"

"You raised her well, Miyuki. All we can do is hope it all works out."

"Indeed, Aleena," Miyuki nodded.

"Mistress Miyuki-sama!"

"It seems I will be leaving soon. Your husband comes," Aleena giggled under her white robes.

"It sounds so, but still…" Miyuki gave a small smile as she heard White's yelp as he tripped once more, "…I wouldn't change what White and I have for all the peace in the world."

"Mistress Miyuki-sama!" White panted as he entered the building.

"We're alone, dear," Miyuki gave a soft giggle as she stood up and walked over to the white hedgehog, gently embracing him.

"I…I know," White nodded, his chin resting on her impressive bust, "Still, I feel I cannot be the husband that…"

He was cut off by her lips upon his. Aleena walked away from the village in secret, giving a small smile, yet felt a bit jealous of her cousin. She still had her love while hers was gone.

* * *

"Thanks again for this," Tails bowed.

"Hey, a promise is a promise," Underwraps chuckled, "So what do I have to do?"

"When Shukaku-Oneechan gives you the signal, you come down and make an appearance and do a little scaring, okay?"

"You got it," Underwraps nodded, "These are every hour for a half-hour, right?"

"That's right," Tails agreed before running off, "Oh, and do your best at being really scary! The ones seeing your show are all young adults and adults!"

"No problem. This form's scary enough," Underwraps chuckled.

* * *

"So what are you dressing me up as?" Manic asked as Mavis was applying black paint to parts of his body in stitch patterns.

"A Frankenstein, or 'Manic-Stein,' silly," Mavis giggled as she began to apply a pale-blue blush to his muzzle, "Just remember this; for Frankensteins…" she pretended to zone out, "Fire bad…"

"…Okay…?" Manic blinked in confusion before Mavis pecked his cheek, making his blue blush turn purple.

"For helping with returning the bodies of those poor lost lives," Mavis informed before pecking his cheek once more, "And that is because I think you're hot."

"…" Manic just stared ahead with a heavy blush as Mavis finished her little makeup session with him, sticking his quills straight up and gluing on prop bolts to his neck.

"There we go," Mavis winked before walking off, making sure Manic saw the sway of her hips.

"…Sweet," Manic grinned.

* * *

"Now this is pretty sweet," Sonic grinned, wearing a stuffy white button shirt under a black vest with a red handkerchief in the vest pocket on the left lapel, and a cape with a pair of vampire teeth put into his mouth.

"I have to admit that I love the costumes," Sonia noted, wearing a black witch's outfit that hugged her upper figure with a torn lower half, her legs covered in black and orange stockings, black hi-heels, and a witch's hat.

"Just keep away from water or you'll melt," Manic joked.

"Says the Pyrophobe," Sonia poked back before Shukaku, wearing an Egyptian queen outfit with a white cloth covering her bust, walked in.

"Are you ready to see her, Niisan?" Shukaku asked playfully.

"I guess," Sonic replied, still uncomfortable.

"Come on in, Roll," Shukaku called.

"A-a-a-ano…A-Are you sure…?" Roll gulped outside.

"Can I get a little help here?" Shukaku asked, looking at Sonia.

"Okay," Sonia shrugged as she walked out with Shukaku, "Oh my! You look amazing, Roll!"

"Y-You're just saying that…"

Manic and Sonic looked at one another as White held up a light fixture for Tails, who was flying by spinning his two namesakes, to set up nearby. Minutes later, the two walked in followed by Roll. Roll played with her fingers, the claws revealed in her fingerless black gloves. She wore a black dress with the upper half of her breasts exposed, a 'bat' covering the lower half of the upper half of the breasts, attached to the dress while exposing a bit of her cleavage. Her green bow had been replaced with a black one designed after a bat. The dress went down to her knees, the bottom trimmed with a bat-like design to it. Over her shoulders and down to her tail was a black cape with a red inside, the bottom trimmed with bat wing-like trimming. Hugging her legs were red stockings with black formal shoes. Black lipstick was put on her lips with fake vampire teeth in her mouth, the 'fangs' sticking out a little. Her hair had been done up and twisted around itself while being put over her right shoulder, two bangs accenting her face. She wore a bit of black eyeliner and some violet makeup on her upper eyelids. Manic looked over at Sonic before slapping the back of his head to knock him out of his trance.

"A-Amazing!" Sonic exclaimed, causing Roll to blush harder.

"I told you he'd be stunned speechless!" Shukaku giggled, playfully elbowing Sonia's elbow.

"You really wanted to have her make an impression," Sonia noted.

"Hey, she's married to my honorary big brother. If she's gonna be considered that, then she's gotta be able to be herself and the one kind of girl he's attracted to," Shukaku whispered.

Sonia rolled her eyes. Roll managed to have a few things that Sonic could see in the ideal girl.

"Come on, you two. Less blushing and gawking, more tuning," Sonia clapped her hands in the faces of the two, getting their attention as she summoned her keyboard onto the stage, "We still need to finish going over to songs Miyuki provided for us."

It was then the lights went out and Tails groaned, "Not again."

"It wasn't me this time! I swear!" White informed.

* * *

"Seems the lights went out again," Miyuki frowned, holding up a candle that lit up bits of her form, Ben's form, and Makoto's form.

"Does this happen often?" Makoto asked.

"Only around Hollow's Eve and Christmas," Miyuki replied.

"Must be a blown fuse," Ben noted, activating his Ultimatrix, "I'm on it."

He slapped down on the Core of the upgraded Ultiamtrix. For Ben, time seemed to slow down in that instant of his transformation. His brain felt it was getting bigger as he grew smaller. His body turned into a moderate grey coloring as his eyes grew bigger. He felt his hands change, getting slightly bigger on the lower arms as he lost a finger once more. His small feet were exposed as his outfit changed into a white jumpsuit with black and green details. On his back was the Ultimatrix Emblem.

"GreyMatter!" the tiny alien, the size of Makoto's hand, declared.

Miyuki and Makoto lowered themselves to see GreyMatter in the light. Makoto picked him up in her hands.

"You are so tiny," Makoto noted.

"Yet this is one of the smartest aliens I have," GreyMatter replied, "Show me the fuse box!"

Soon, Miyuki was holding the candle as GreyMatter was in the fuse box.

"This stuff is mediocre at best," GreyMatter snorted, "Tech Level .5 at best. Then again, Earth and this place seem to be Level 2 Tech Planets."

"Can you fix it?" Makoto asked.

"Of course I can repair it! But I choose not to," GreyMatter replied.

"…What?!" both girls exclaimed.

"Instead, I will upgrade and modify this futile attempt at creating alternating currents," GreyMatter informed as she slammed the door to the fuse box shut, only to open it up after five seconds to reveal a black and green circuit design had replaced the insides, "And there you have it."

Immediately, the lights turned back on. Miyuki stared at the fuse box in confusion.

"What did you do?" Makoto pondered, "This is really advanced. I don't think that even Professor Kokonoe could make something like this."

"It was nothing really. Took only ten seconds."

"Then why were you in there for five minutes?"

"So I could figure out this blasted thing!" GreyMatter replied as he pointed at his Ultimatrix symbol on his back, "Apparently, this is the Ultimatrix, but not at the same time."

"Huh?"

"Somehow, it's the Omnitrix, but combined with the Ultimatrix," GreyMatter informed, "That's why it has the Ultimate Feature _and _the Noah's Ark Feature."

"Noah's Ark?" Makoto and Miyuki repeated.

"It's what Azmuth calls the feature where the Omnitrix is capable of utilizing the stored DNA upon Primus-which seems to also be able to be stored within this thing as opposed to being just a signal to Primus-within its Codon Stream to restore any form of life within its collection," GreyMatter explained, "Plus, this has a holographic digital watch and the original watch with its three 'hands.' Henceforth, I am calling this the Third Omnitrix."

It was then the dubbed 'Omnitrix' timed out. Unfortunately for Ben, he forgot-which is ironic since Galvans were so intelligent-that he had been in front of Makoto on the floor. Makoto let out a small squeak as Ben's head had turned bright red, the upper half of his head resting below her breasts. He was having more awkward moments with girls on this world than he ever did back on Earth.

* * *

"Oh, mighty Thep Knhufan, I give unto thee an offering of lamb's entrails," Shukaku declared before a gold bejeweled sarcophagus, a crowd of humans, Mobians, and Beastkin watching in their seats.

She placed the plate of 'lamb's entrails' upon the ground before the sarcophagus. A deep rumble emerged from it as a green light flashed between the cracks. Bandages erupted from the cracks before the front shattered. Shukaku gave a scream as the bandages entangled her, changing into Underwraps. Underwraps let loose a frenzied roar that caused the audience to scream. A blast of flames erupted between him and the audience and it faded away, revealing nothing on the stage. The crowd began to applaud as the lights on the stage went out.

A spotlight appeared in the middle where Underwraps and Shukaku took a formal bow. It was then Underwraps slapped his Omnitrix Emblem and turned into Heatblast. He swung his arms and released various fireballs that whizzed over their heads and then lit up various torches around the auditorium-sized room. Shukaku smirked as she made the sand swirl around them, dispersing to reveal the Hedgehog Triplets, their instruments out. Ben spat out a bit of sand from his mouth backstage as Makoto and Roll gave quiet applause at the act the two just did. "You're on once more, Ben," Miyuki informed, "Got anything ghostly in there?"

"Um…well, yeah, but I don't really use him much. He creeps even me out despite the alien forms I take," Ben admitted as the auditorium grew darker as the torches dimmed.

"Please?" the girls of the Prower Clan pleaded with puppy-dog eyes.

"…F-fine…" Ben gulped his face completely red.

He slapped down on the Omnitrix Core. In a flash of light, Ben felt his body seemingly waste away to even his bones. His hands turned into four-clawed ones as a pale, ghostly material engulfed him, black designs going all about it. Between the 'folds' on the left side of his 'chest' was the Omnitrix Symbol while a sickly-pink eye with a black slit in the middle was moving about.

"Ghostfreak!" the new alien rasped; its voice ghastly to hear.

"P-p-perfect…" White stammered, hiding behind Miyuki with Makoto.

"G-g-g-g-g-ghost…" Makoto whimpered, her eyes wide in fright.

"Sorry," Ghostfreak apologized, "Am I to go on now?"

"Wait for it…" Miyuki replied as she scooted White onto the stage.

As she did that, she pulled his eyepatch over his exposed eye, revealing the concealed eye had been closed shut. Instantly, his quills shot straight up as two lowered into bangs on his face. His white fur bled into a deep scarlet as his orange jacket turned into a black straightjacket let loose as his running shoes turned into pointed black and gold boots. On his gloves were gold rings on the cuffs. His exposed eye shot open, revealing a sickly yellow that had a blue slit floating in the middle.

"Heeeere's…Crimson!" White cackled maniacally before Miyuki slapped the back of his head, "Ah! Bitch."

"Just do your lines," Miyuki scowled as she handed him a bowler hat and a black cane.

"Ooh, that song," Crimson chuckled sinisterly before he walked onto the stage, a light flashing down on him.

"What was _that_?!" Makoto gawked.

"His Nox Nyctores," Miyuki replied, making Makoto gasp in shock.

_'There are Nox Nyctors here?!'_

"What's a Nox Nyctores?"

"A special heirloom that is passed down to the first-born son of his family. His mother was Roboticized roughly a few weeks ago," Miyuki sighed with regret, "We couldn't get to her in time."

"And without any further ado…" Crimson finished with a spin and snap of his fingers, pointing to Sonic, "Hit it, boys."

With that, a dark tone began to play from the trio. The sand from before changed into skeletons and Crimson began to play on their skulls as they began to do the Skeleton Dance.

**[CRIMSON]  
Hey! Give me a listen you corpses of cheer  
Leastles of you who still got an ear  
I'll tell you a story make a skeleton cry**

***Mavis, dressed up as a zombie bride, walked onto the stage, holding a prop rotted bouquet. Crimson appeared beside her, wrapping an arm around her waist*  
Of our own jubiliciously lovely corpse bride  
[SONIC UNDERGROUND AND SKELETONS]  
Die, die we all pass away  
But don't wear a frown cuz it's really okay  
And you might try 'n' hide  
And you might try 'n' pray  
But we all end up the remains of the day**

**[SKELETONS AS THEY DID THE SKELETON DANCE]  
Yeah yeah yeah yeah yeah  
Yeah yeah yeah  
** "You're on," Miyuki informed.

"Got it," Ghostfreak flew onto the stage, swiping the mike.

**[GHOSTFREAK]  
Well our girl is a beauty known for miles around  
When a mysterious stranger came into town**

***he held up a hand to a torch, casting two shadows upon the wall. One took the form of Mavis in her outfit while the other was that of a gentleman*  
He's plenty good lookin', but down on his cash**

***the gentleman shadow kissed the hand of the bride's shadow*  
And our poor little baby, she fell hard and fast**

***Crimson swiped the microphone***

**[CRIMSON]  
When her daddy said no, she just couldn't cope  
So our lovers came up with a plan to elope**

***the shadows Ghostfreak casted showed the two running off the stage*  
[SONIC UNDERGROUND AND SKELETONS]  
Die, die we all pass away  
But don't wear a frown cuz it's really okay  
And you might try 'n' hide  
And you might try 'n' pray  
But we all end up the remains of the day  
[SKELETONS WHILE CRIMSON SCATS]**

**Yeah yeah yeah yeah yeah  
Yeah yeah yeah yeah yeah  
Yeah yeah yeah yeah yeah  
Yeah yeah yeah**

With that, an instrumental occurred. One of the skeletons jumped upside down and Ghostfreak grabbed it, playing the strings that had form on it like it was a bass guitar. He spun it as a skeleton took another's spine and used it as a sax. The upper half of the skeleton began to chase after its lower body around the audience, earning yelps and screams and cheers. Manic paused in his drumming to use the third skeleton as a xylophone as the upper half of the second skeleton began to use its lower half a guitar, strumming away with Sonic. The third skeleton got a trombone and began to play it loud. It was then Ghostfreak took the microphone once more, obsidian claws starting to rip out of his hands as black and white stripped tentacles tore out of his chest.**  
[GHOSTFREAK]  
So they conjured up a plan to meet late at night  
They told not a soul, kept the whole thing tight  
Now her mother's wedding dress fit like a glove  
You don't need much when you're really in love**

**[CRIMSON SWIPES IT ONCE MORE]  
Except for a few things, or so I'm told  
Like the family jewels and a satchel of gold**

***Ghostfreak's shadows changed to an old oak tree where the bride's shadow was standing under*  
Then next to the graveyard by the old oak tree  
On a dark foggy night at a quarter to three  
She was ready to go, but where was he  
[MANIC AND SONIC]  
And then?**

***Black spike-like spines erupted along Ghostfreak's back*  
[CRIMSON]  
She waited  
[SKELETONS]  
And then?**

***Ghostfreak's white skin began to tear more and more*  
[CRIMSON AS THE SHADOWS SHOWED THE GENTLEMAN'S SHADOW, CREEPING UP BEHIND HER]  
There in the shadows, was it the man?  
[MANIC, SONIA, AND SONIC]  
And then?  
[CRIMSON]  
Her little heart beat so loud  
[SONIC UNDERGROUND AND THE SKELETONS]  
And then?  
[CRIMSON WITH A DARK CHUCKLE]  
And then baby, everything went black**

***Ghostfreak roared as he tore off the skin of his head, revealing an upside down skeleton head with the eye in one socket, the other barren of anything. He made a 'come hither' motion with his left claws and the microphone zipped out of Crimson's hand and into his own. The gentleman's shadow turned into Ghostfreak's shadow and devoured the other shadow***

**[GHOSTFREAK]  
Now when she opened her eyes she was dead as dust  
Her jewels were missin' and her heart was bust  
So she made a vow lyin' under that tree  
That she'd wait for her true love to come set her free**

**[CRIMSON SHOVES MANIC INTO MAVIS AS THE TWO SPIN A LITTLE]  
Always waiting for someone to ask for her hand  
When out of the blue comes this groovy young man  
Who vows forever to be by her side  
And that's the story of our own corpse bride**

**[ALL OF THEM]**

**Die, die we all pass away  
But don't wear a frown cuz it's really okay  
And you might try 'n' hide  
And you might try 'n' pray  
But we all end up the remains of the day**

With that, Ghostfreak let out a maniac's cackle as he turned into shadows, engulfing the stage with them. The shadows faded away and he appeared behind stage, changing back into Ben. Ben shuddered as he hugged himself.

"Still cold as ever…" Ben muttered as the applause went off in the audience.

"That was quite fearsome," Miyuki noted as Makoto hid behind her, the Squirrel Beastkin's hands squeezing Miyuki's breasts, "And do you have to squeeze my breasts when you're terrified? I'm getting horny from the way you're squeezing them."

"…" Ben facepalmed, his face growing red.

* * *

**Tutor Me! Azmuth! Done in BlazBlue Chibi Style**

**Starring: Azmuth, Taokaka, Carl Clover, Aya Clover (Nirvana), Rachel Alucard, Nago, Gii, Valkenhayn R. Hellsing, Bang Shishigami, and Ms. Litchi.**

** The curtain rises up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that is kept nice and tidy and organized. Standing on a table was a small alien. It has grey skin and seems a bit...frog-like in appearance. His large eyes are green with horizontal rectangle irises while he has six 'whiskers' on his face that go down like a beard and mustache. He wears a green robe with silver bands on the shoulders, waist, and neck.**

** "Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduces himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Ultimatrix's alien DNA is store within the Codon Stream within. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid." he sniffed the air, "Okay, who put roses in here?!"  
**

**"It wasn't me," Carl informed.  
**

**"Neither have I placed any roses within here," Bang added.  
**

**"I didn't know you had roses here," Litchi noted.  
**

**"We don't," Azmuth frowned before a black portal appeared, delivering four figures, Racehl Alucard and her butler, Valkenhayn R. Hellsing.  
**

**Valkenhayn takes on the image of the stereotypical butler. He is an elderly man who wears a dark, aquamarine suit adorned with gold trimming. His long, white hair is tied in a ponytail at the back. In his youth, he still wore the suit sans the jacket, but had brown hair. When transformed, he takes the shape of a big, silvery-blue wolf with a white mane (formerly his hair). On a comedic note, supplemental materials reveal that the pink ribbon used for his ponytail was a gift from Rachel, and the ribbon can be seen in his wolf form adorned on his tail.**

**Rachel is a young vampire girl with pale skin, long blonde hair tied into two pigtails with black ribbons, and red eyes. She wears Gothic Lolita fashion with a frilly black gown and jacket, red ribbon bow tie, a red bat symbol design cross from the front to the back on her dress, another red cross on her shawl and bottom half, high heeled black boots with a red cross, and a red ribbon on her left ankle.**

**"...Who are you two?! Honestly..." Azmuth muttered.  
**

**"Hmm...It appears we are within the Lab of the famous Azmuth," Rachel noted, "Nago, Gii, I require a chair and cushion."  
**

**"At once," Nago, the large, fat, black cat, complied as he turned into a black throne as Gii turned into a throw pillow for Rachel to sit upon.  
**

**"May I offer a spot of tea, Miss. Rachel?" Valkenhayn offered.  
**

**"But of course," Rachel replied, "It appears that what I believe is true. Dimensional travel is a difficult task."  
**

**"...Someone get me security!" Azmuth barked.  
**

**"Please belay thine anger, Lord Azmuth," Valkenhayn informed calmly, "I present thee to Madam Rachel Alucard."  
**

**"Be grateful you are in my presence," Rachel smirked, her eyes closed as she ran a hand to move a lock of hair to behind her ear.  
**

**"..." Azmuth facepalmed, "She's worse than Ben in being cocky..."  
**

**"Meow! Tao's ready to learn today!" Tao declared from her desk, punching the air before her rapidly as her tail and ears went nuts.  
**

**"Settle down, Taokaka!" Azmuth barked, "Let's just ignore them and be on with our lesson for the day. My favorite one as well."  
**

**Bang drew Azmuth on the board as Litchi played a clip of Ben turning into GreyMatter.  
**

**"This is GreyMatter, made from the DNA of my race, the Galvan of Galvan Prime (MKII)," Azmuth explained, "We are the top intelligence in all the Milky Way Galaxy."  
**

**"Oh, really now?" Rachel teased, "Tis hard to believe that one as small as you are so high in intelligence."  
**

**"Ignoring..." Azmuth seethed before clearing his throat, "Our size, the regular being six inches tall, belies our intelligence. We are a species of small bipedal frog-like beings. Being from the tiny Galvan Prime, Galvans are equally tiny, being about five inches tall on average. Their bodies consist of soft and flexible bones, allowing them to squeeze into tight spaces or quickly escape from danger." Bag drew a baby Galvan, "Infant Galvans have tails and lack legs, but they shed their tails and grow legs at a time we call 'Wisdom Feet.'"  
**

**"So you are nothing but mere frogs given higher intelligence than normal."  
**

**Azmuth seethed as he glared at the smirking Rachel. Litchi began to play clips of various things Galvans do with Bang adding more details to the Galvan he drew.  
**

**"With the microscopic pads that cover their bodies, Galvans can stick to almost any surface. Their slime makes them equally difficult to grab. Not built for combat, Galvans can evade and outsmart their enemies, rather than fight them head on," Azmuth continued.**

**"So you are a coward's race."  
**

**"Galvans are naturally extremely intelligent, and can enter complex machines and operate them from the inside. This allows them to understand and operate virtually any machine, even if they've never seen it before..." Azmuth growled as his fists trembled, "Galvans have gills and are amphibious."  
**

**"So you are frogs then."  
**

**"That's it! Let me at her!" Azmuth snapped as he donned his armor from the first Ben 10 movie.  
**

**"I suggest you cease your actions of assault," Valkenhayn growled, his teeth turning into wolf fangs.  
**

**"It's a good thing Professor Azmuth left these notes," Litchi noted as Azmuth began to fight with Valkenhayn to try and get to Rachel to pummel her while Bang drew a female Galvan, "Female Galvans are capable of growing hair while male grow whiskers."  
**

**"Meow! Like cats!" Tao noted.  
**

**"Don't make me come over there!" Azmuth snapped as he blocked the claws of Valkenhayn.  
**

**"The Galvan originally had no empire to speak of, instead they were being first kept as pets and then employed by other species as industrial technicians, spies and saboteurs once their intelligence became known," Litchi continued as she showed video clips of this, "The Galvans were smart enough to keep the best secrets for themselves, eventually amassing enough knowledge to build a powerful empire of their own based on the technology they had kept from the rest of the universe."**

**"We are so intelligent, that we even built our homeworld when it got destroyed in the war against the Highbreed. And I created the Omnitrix and its successor, the Third Omnitrix! So there," Azmuth boasted.**

**"And yet you are still frogs."  
**

**"We are not frogs!" Azmuth roared as Bang drew a Galvan eating an insect.  
**

**"Galvans are insectivores they even made Stonehenge..." Litchi frowned, "Though, they say that it was just a practical joke..."  
**

**Azmuth chuckled at that. He was the one who made Stonehenge as a dare once. 'Suck it.' Amuth laughed harder within his suit of armor as he fought Valkenhayn.  
**

**"They're the first species added to Primus, the planet that hold the DNA of all the aliens the Omnitrix can use," Litchi continued, "The name Galvan is a play on the word 'galvanization.' The Techadon Weapon Masters don't accept the fact that the Galvan are smarter than them.[3] So, they try everything to make the Galvan look bad.[4] Normal Galvan have green eyes. Galvan can live for thousands of years. Galvan are very loyal to keeping their research and technology top secret. According to Azmuth, Galvans would rather die than give up their secrets, unless there is a good reason for it."**

**"You got that right!"**

**"Primitive Galvan worshiped technology as gods. Galvan's intellect is apparently highly revered as even the Highbreed Supreme said that the Galvan were 'a slightly more intelligent form of pond scum.'"**

**"Oh, so very true..." Azmuth grumbled.**

**"What about your planet?" Carl asked.  
**

**"Galvan Prime and Galvan Prime MKII. ****Galvan Prime** is the home planet of the Galvan and has at least 1 moon, Galvan B, home of the Galvanic Mechamorphs. Its sun is called Galvan. Galvan Prime is one of the most scientifically advanced worlds in the galaxy. Miniature skyscrapers and ultra-fast causeways litter the landscape, leaving little room for nature. Their form of government is a technocracy."

**"Yep, yep, yep. I am the leader of this planet thanks to that," Azmuth smirked.  
**

**"And yet you're still frogs," Gii pointed out.  
**

**"Shut up, shut up, shut up!" Azmuth roared as he grabbed Gii and pulled him and Valkenhayn into a fight cloud."  
**

**"I grow tired of this," Rachel stated before she and Nago left in a black portal.  
**

**"Finally, she's gone," Bang gulped as Tao andCarl gave Litchi their notes.  
**

**Litchi facepalmed. All Tao wrote was 'frog' and 'kero-kero-kero.' At least Carl took notes on everything that was said.  
**


	10. The Hedgehog In The Iron Mask

**Underground Omniverse  
**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series. I do own Roll Cyber Sakurai, though.  
**

* * *

**Rebel 10: The Hedgehog In The Iron Mask**

* * *

"Dude, this place gives me the creeps!" Manic gulped as they snuck about the area.

"H-H-Hai…" Roll whimpered as she held onto Sonic's arm, the limb being squeezed between her impressive bust, while Yacker trembled on Sonic's head.

"Yeah, especially since it's _nice_ everywhere else!" Sonia rolled her eyes, looking at the cobwebs about.

"Gotta hand it to Buttnik - he knows how to set a mood! Come on! If Mom was imprisoned here, the records might hold a clue to where she went!"

"Hai, Sonikku," Roll nodded.

_"It's showtime!"_ a voice declared, causing Roll to whimper as she changed from Sonic's arm to his head buried between her breasts, cutting off his oxygen.

"Now what do we do?" Sonia gulped.

"W-w-w-w-what was th-that?" Roll whimpered.

_"Oh I, why have I been so unjustly imprisoned? Unmask my face and let me look upon... er... Freedom! Precious freedom again!"_

"Who is that? A prisoner?" Sonia pondered.

"Uh, future Sis? You're cutting off Bro's air," Manic pointed out, seeing Sonic's head turning purple.

"Oops! G-G-Gomen…" Roll apologized, releasing Sonic's head.

"It…It's fine. But the big question is - why a prisoner?" Sonic coughed.

"Yeah, Buttnik usually just Roboticize them!" Manic noted.

_ "Let me ou-ou-ou-out!"_

"There's something familiar about that voice..." Sonia tapped her chin in thought.

"Yeah, sounds like Sonic's off-key singing!" Manic joked, earning a small giggle from Roll.

"Very funny," Sonic frowned, "Now maybe we can find some answers once we finally get inside!"

* * *

"Hmm... Manic, Roll, can you hack this hardware?" Sonic pondered.

"Probably. Those computer lessons we've been doin' with Ben when he's one of his techno aliens will be paying off here…I hope," Manic noted as he cracked his fingers.

"Lucky for us there are two of them here," Roll noted as the two went to work, unaware of a face resembling Dingo's appearing on the screen of Manic's.

"I'm waiting~…" Sonic used a sang-song tone.

"Hehehahaha - stop that, I'm ticklish!" 'Dingo' laughed on Manic's screen while Roll's screen turned off.

"Dingo!" Manic gasped as Sleet emerged from the shadows.

"You expecting maybe a brass band and the key to the city?"

"Sleet!" Sonia gulped as Dingo was changed back.

"Get them! Grab him!" Sleet ordered before they were, barely, able to catch them with a net made of tape.

"Where's the records about our Mom?" Sonic demanded.

"There aren't any! The tip was a fake! Part of the trap!" Sleet cackled.

"And the prisoner in the tower? What did he do?" Sonia frowned.

"Nothing - Robotnik didn't Roboticize him because he's important, but nobody knows who he is!" Dingo replied.

"That's terrible!" Sonia gasped as SWATBots began to enter.

"Time to take you three away," Sleet smirked before realizing there was a fourth member, "Hello? A mixed-breed Mobian as well? My, my, my. Seems quite the sight."

Roll shivered at the look he gave. It was then a wall exploded as Makoto jumped through with Big Chill. Big Chill seemed to be much more muscular than before with a tiny black beard, somewhat larger eyebrows, and a belt that had the Omnitrix on it. Big Chill unleashed a wave of ice from his mouth that froze the robots before Makoto began to use her tonfa, fists, and tail.

"Hold on," Big Chill informed as he put his hands on the heads of the four before going intangible with them, freeing them from the net as it froze over.

"Let's get going!" Sonic called.

"Hold on," Roll informed before picking up a SWATBot head and threw it at Sleet, knocking him over, "I'm good!"

"Nice one!" Manic laughed as they got away.

"The... the hedgehogs got away!" Sleet groaned into a radio.

=Of course they did! I planned that!=

"Yes, of course you did, a great idea, Robotnik!"

=Can it, Sleet!=

"I told them the stuff you said to tell them, Robotnik Sir!" Dingo informed on the radio.

=Excellent! I have a plan we can use to eliminate them…_permanently_! Hahahaha!=

* * *

"'Behind the mask of our everyday faces are secret fears and ambitions we try to hide from others. It takes courage to come out from behind the mask and let the world see who we really are,'" Makoto mumbled out the lines in the book she was reading in the van.

She couldn't help but agree with the book. She was a Beastkin and was often considered an outcast, much like the Negro race when there was still a United States of America. She had decided to just let them have their way and yet they still didn't accept her. It wasn't until she met her friends that day…

* * *

_"I'm so sorry. I didn't see you there."  
"…" Makoto started to stand up from the purposeful push, ignoring the small pain in her left knee.  
"Oh no, did you scrape your knee?"  
"Miss Nanaya. I didn't expect your blood to be red," the third of the three girls there noted.  
"What a pleasant surprise…" the first student smirked before the three began to laugh tauntingly.  
"…" Makoto didn't reply, _'How disgraceful. These humans who seek out those weaker and harass them so they can sustain their pathetic identities. They mistake the power that comes only in numbers for their own.'_ "Your eyes bad or something? Need some money for glasses?"  
"Wha-?! How dare you?!" the first girl growled, "What makes you think we need to accept charity from the likes of _you_?! You Beastkin!"_

_ "You're right…it's your face that needs charity. I'm not sure if you can do anything about that…" Makoto continued, giving a dark smirk.  
"What was that…?!" the second girl gasped.  
"You better take that back!" the third spat.  
Red-faced and twitching from rage, the first girl raised her hand up to slap Makoto. To the eyes of a Beastkin, the girl's hand moved in slow motion. The attack was practically begging to be dodged.  
"…Seriously…?" Makoto asked.  
Dodging the attack would only attract unwanted attention and rage in Makoto's opinion. Makoto wasn't looking forward to what was about to happen, but she decided to take the hit. Suddenly, another girl leapt into the middle of the battle, placing herself between the two. The girl was none other than Noel Vermillion.  
"!" Makoto gasped almost silently.  
In a flash, Makoto's body moved on reflex and instinct alone. The bully's hand landed dead center where Makoto was a moment ago, hitting nothing. Losing her balance, the classmate awkwardly fell head first into a group of desks stacked away in the corner.  
"Eeek!" the second screamed.  
"…" Makoto just watched as the first girl started to get up.  
"Ugh…"  
"What the-?! Your cheek is cut," the second girl gasped.  
"What's wrong with you?!" the third snapped at Makoto.  
"Mmm, your blood's red too, huh? Your heart's so black, I was honestly expecting something else…" Makoto noted.  
"Wha-?!" the three gasped.  
"You bitch!" the first snapped.  
"What's going on here?! Settle down. …?!" Tsubaki demanded before seeing the cut, "You're injured. What happened?"  
"It was Nanaya…she…!" the first began.  
"Nanaya pushed her over, and she got hurt," the second informed.  
_'That lying bitch…' _Makoto thought.  
"Nanaya did?" Tsubaki pondered, somewhat skeptical as she glanced at the small skid mark of a shoe on the floor near the desks that had been messed up.  
"We didn't even do anything to her," the third added.  
_'Haha! You mean you couldn't do anything, right?'_ Makoto teased.  
"Is this true, Nanaya?" Tsubaki asked.  
"Who knows?" Makoto shrugged.  
"Answer my question!" Tsubaki scowled.  
"What's your problem? You're just gonna barge in and yell at the top of your voice? Who put you in power, anyway?" Makoto demanded.  
"…?! Fair enough," Tsubaki calmed down, "I apologize for raising my voice. But violence really isn't the answer."  
"The good ol' 'violence' speech, huh? Yes yes, I know. I was bad! It's the Beastkin's fault, right? Always the Beastkin! Now, can we all get on with our lives?" Makoto scowled.  
"Nanaya…" Tsubaki began.  
"What's with your attitude…?" the third classmate demanded.  
"You owe us an apology!" the first one added.  
"Um…" Noel nervously made her way to the center of the crowd, "I saw the whole thing…"  
"Oh really…? Then why don't you tell us what exactly you saw, hmm?" the first asked.  
"We're the ones with the injuries here! It's that savage who's at fault. Why are we still having this discussion?!" the third demanded.  
"B-But, I saw it with my own eyes… Nanaya is not the one at fault…" Noel stammered a bit.  
"Are you seriously siding with this barbarian?" the first demanded in disbelief.  
"What was your name again? …Noel Vermillion? …Vermillion…I've never even heard of that family," the second noted.  
"Mind your place. You shouldn't even be speaking to us," the first spat.  
"But I just…" Noel whimpered.  
Noel's silver of courage quickly disappeared, and her expression spoke for itself – she was on the verge of tears. Most of today's world society was governed by the nearly defined class structure established by the Novis Orbis Librarium. From the estates to the slums, one's birthplace and heritage determines how people are assimilated into society. Of course, even the Military Academy of the NOL is not immune to such segregation.  
"Silence!" Tsubaki snapped.  
"I'm so sorry! I didn't mean to…" Noel began to apologize.  
"I wasn't talking to you, Noel," Tsubaki gently informed, giving the blond-haired girl her kindest smile.  
"…Huh?" Noel blinked as Tsubaki glared at the group of classmates.  
"I suggest you take a good look at yourselves in a mirror. You'll see an ugly face staring back at you," Tsubaki informed.  
"Wha-?!" the first gasped.  
"!" Makoto nearly gawked at that.  
"I can't even stand the sight of your deformed mouths from all the foul language and your sunken eyes from looking down at others…" she turned from them, "I truly feel sorry for your so-called 'family name.'"_

"That's all you care about, right? One's heritage and species… Then why don't you all just leave and go ponder how lucky you are?"

_ "That was uncalled for…" the first began.  
"Just cause you're a Duodecim!" the third spat.  
"…Indeed, I am a member of one of the 12 families in the Duodecim, which is why I choose my actions carefully. I do not wish to smear the image of my family."  
"…" Makoto's eyes widened, just barely, _'She…She's defending me…?'_  
"The Duodecim does not exist to oppress others. Under the order of the Librarium and Imperator, we are to sustain peace and order in the world. We want to create a world that's free of conflict. The Duodecim is at the frontlines of this struggle, and we must set the example for others," Tsubaki informed, "…At least, that's what I like to believe."  
Tsubaki's words were stern. Everyone in the room couldn't help but watch in awe. Her eyes never wavered, readily apparent that there is not even a bit of doubt in her will.  
"…" The group of classmates shriveled up in shame, exchanging uncomfortable looks at each other.  
"…Can I leave now?" Makoto asked.  
"Nanaya?" Tsubaki pondered as Makoto walked out with a scowl.  
"Nanaya…" Noel whispered.  
_ 'I need to disappear…if I just disappear, then there will be no more problems,' _Makoto thought._

* * *

Makoto yelped as Ben's fingers continued to snap before her face. She fell over, grabbing Ben by accident. The teen gave a yelp of surprise as he fell with her. Ben groaned as he opened his eyes before both of their eyes widened. Ben had landed on top of Makoto, their faces almost inches apart. Both their faces turned red with blushes as they scrambled away from one another, doing their best not to look at the other.

"Uh…" Ben coughed, "Uh…Well…Uh…The others want our help."

"Oh? R-really?"

"Ben-san, did you tell Makoto-chan about us going out to ask everyone about her problem?" Roll asked as she poked her head into the van, "Ano…Why are you both blushing?"

"N-No reason," both replied.

* * *

"Do you know the man who was a prisoner in this tower?" Sonia asked a Mobian, who merely shrugged and began to walk away.

"Maybe an impromptu song could inspire the folks to help us," Manic noted.

"Maybe," Sonic nodded before the three summoned their instruments.

**When there's trouble you don't want to face,**

**You disappear without a trace,**

**You run and hide your head in the sand.**

**But if you want to be a winner some day,**

**Gotta learn to chase the wolf away,**

**Gonna have to get involved, don't you understand?**

**You're part of the problem,**

**If you're not helping solve them,**

**Stand up and show 'em what you got!**

**Be part of the solution,**

**No reason for losing,**

**Just be sure you're not,**

**Part of the problem!**

**Part of the problem!**

**You're part of the problem,**

**If you're not helping solve them,**

**Stand up and show 'em what you got,**

**Be part of the solution,**

**No reason for losing,**

**Just be sure you're not,**

**Part of the problem!**

**Part of the problem!**

**Be sure you're not,**

**Part of the problem!**

"Maybe now they'll tell us who the prisoner is!" Sonic beamed.

"Yeah…I don't see that happening," Ben sweatdropped as he saw the crowd didn't have any clue on the identity of the one in the tower.

"Looks like the only way to find out who that prisoner is is to rescue him ourselves!" Makoto declared, pumping her fist.

"Why do I not like that idea?" Ben muttered to himself.

* * *

"Oh, woe is me, will I never be free?" a voice sighed as Sonic ran up the stairs and stopped before a sealed door, "Help me! Free me!"

"Stand back!" Sonic declared.

He whipped out his guitar/blaster and open fired, breaking down the door. A hedgehog, roughly the size of a human adult, emerged. He wore a simple, yet regal set of red clothing over his cyan fur. Yet what was interesting about him was that the upper half of his head was covered in an iron mask/helmet, revealing just his auburn eyes.

"We're gonna have company…" Manic noted, seeing SWATBots approaching once Sonic ran downstairs with the hedgehog.

"Leave me! Save yourselves!" the hedgehog informed.

"Not without you!" Sonia argued.

"I think it's time for a little 'Upgrade,'" Ben smirked as he slapped the Omnitrix Core, "FourArms!"

Four Arms was a humanoid alien that was approximately 12 feet tall, had well developed muscles, two pairs of four-fingered arms, and red skin. A black stubble stripe went from the bridge of his nose to his neck. A second black stripe went from his chin to his lower lip, and he had four eyes: a main pair and a smaller pair below them. He sported a tiny black ponytail, black fingerless gloves, and gold cuffs on each wrist and ankle. He also had 3 short spikes on the top of his head and a mustache, wearing a black tank top like shirt as a muscle man at a circus would have with one large green stripe in the middle, and black pants. He also had a pair of jutting incisors. On his arms and shoulders were black lines. To Ben, they would remind him of the black lines that were on this alien's original outfit from when he was ten. He looked at his hands and frowned.

"I wanted Upgrade," FourArms proceeded to smirk as he grabbed four SWATBots and threw them at the other machines, "But this is much, much better. **Sonic Clap**!"

"Huh?" Sonic looked over at FourArms as the muscular alien slammed his namesakes' hands together, unleashing a shockwave that slammed and destroyed all but one SWATBot.

"Now what to do with you," FourArms smirked as he cracked his knuckles.

"You wouldn't hit a guy with glasses, would you?" the SWATBot gulped as he put on a pair.

"Of course not," FourArms replied before taking the glasses and bopping him on the head with it, breaking them.

"…Oh, I see where you got that. You hit a guy _with_ glasses. Genius," the SWATBot chuckled before collapsing, sparking a bit.

"In Buttnik's world, there is _no_ justice!" Sonia scowled.

"Yeah, there's just _us_!" Sonic agreed.

"Let's get going!" Makoto declared.

* * *

"Congratulations my man, you've just experienced a righteous resistance rescue! Now let's bust your noggin outta that loser headgear! It'll only take a sec!" Manic smirked before the hedgehog moved back.

"No! Don't! The mask - it's booby-trapped! If you unlock it, Boom! Hedgehog hash!" the hedgehog in the iron mask informed.

"Phew! Now _that's_ a visual I didn't need!" Sonic cringed.

"Seconded," Ben agreed, "Don't worry, though. Upgrade can handle that."

"Who?" the hedgehog pondered as Ben activated his Omnitrix and changed.

"Omni-Kaka!" the Kaka Clan Cat declared before seeing her tail and showed her strap-covered chest to shout at the Omnitrix, her hidden face baring its fangs and the 'red eyes' giving an angry appearance, "Hey! Stupid Changing Watch, Omni wanted Boosting Guy, not Omni-Kaka!"

"Not again…" Manic, Sonia, and Makoto groaned.

"Another form?" Roll pondered, Yacker tilting his head in confusion with her.

"So who are you anyway?" Sonic asked.

"And why's Buttnik got you wearing that metal bonnet? It doesn't do a thing for you!" Sonia added.

"You'll pardon my wariness, but who are you?" the hedgehog pondered.

"Omni is Omni-Kaka!" Omni-Kaka declared.

"Makoto Nanaya, former member of the NOL Intelligence Branch," Makoto informed.

"Roll Cyber Sakurai. This is my friend, Yacker-kun."

"ZW4^*$ !"

"Hey - you are looking at the Sonic Underground!" Manic smirked.

"Manic, Sonia, and me - Sonic!" Sonic added.

"We're the children of Mobius' rightful ruler - Queen Aleena!" Sonia added, causing the hedgehog to gap.

"Can it really be you? I can't believe it - why, I haven't seen you since you were little hedgehoglets!" the hedgehog noted.

"Clarification is in order, man!" Manic informed.

"Well, I think he's saying that you're related," Makoto noted as Omni-Kaka began to slurp up a smoothie.

"You are indeed correct, madam. I couldn't expect you three to remember me, but I am your uncle! Your mother's twin brother!" the hedgehog declared, causing Omni-Kaka to do a spittake.

* * *

"Ah, the fresh air of freedom!" their 'Uncle' declared as he stepped out once the van stopped.

"Do you think he could really be Mom's brother?" Sonic whispered.

"Well, his voice _does_ sound familiar..." Sonia noted, tapping her chin in thought.

"Besides, why else would Buttnik have him in the clink?" Manic added.

"I managed to conceal these from Robotnik in the hopes that someday I could bestow them upon you!" their uncle declared as she pulled out a set of three rings, "They bear the Royal Family Crest – wear them always!"

"I don't get it! Why the mask? And how come we've never heard of you before?" Sonic pondered as he slid his ring on.

Their uncle gave a sad sigh as he looked away from them, "It was the law back then. There could be only one ruler of Mobius!"

"Really?" Makoto pondered.

"Indeed. I was forced into exile, and then when your mother vanished, you three, Robotnik imprisoned me, afraid that I would claim the throne!" the uncle informed.

"Aw, bummer! Major drawback to royalty!" Manic frowned.

"Don't worry bro, when I'm ruler you won't have to vanish!"

"You? Hah! A ruler needs some culture and sophistication - you can't serve chili-dogs at a Royal Banquet! Besides, I will never wear a mask - talk about a clashing accessory!" Sonia snorted.

"Hey! I'm the true representative of the people!"

Omni-Kaka tackled the three, "Hey, you three! No more arguing right neow!"

"Look, Ben, just stay out of this. It doesn't concern you," Sonia informed.

"You three stop arguing right neow or…" Omni-Kaka trembled before entering a fighting stance, "I'll beat you into _mulch_!"

_'I hope they stop it. You don't anger a Kaka Clan member further when they declare something like that,' _Makoto thought.

"Sonia-sama, Manic-san, Sonikku, please stop this. You shouldn't think of things like that," Roll advised.

"Yeah. That's in the future. Plus, it'll most likely get changed since you said that you three and your Mom are to become a Council of Four, right?" Makoto noted.

"…Oh yeah…" Sonic realized.

"Dude, how'd we completely forget about that?" Manic pondered.

"Oh! Omni knows why! You guys forgot to have lots and lots of naps like meow!" Omni pointed out, causing everyone to sweatdrop, before changing back into Ben due to the Omnitrix timing out.

"…I believe there is something…peculiar about your friend here," Uncle noted, "Look out! More of Robotnik's troops!"

"Rats!" Makoto scowled.

"Hit it, sibs!" Sonic ordered.

"Just because I've lived on the streets all my life doesn't mean I can't handle the crown!" Manic frowned as they got on the bus.

"Dream on! I'll be wearing the crown!" Sonic smirked.

"You? I'd look much better in a crown - diamonds go with my eyes!"

"Enough!" Makoto barked, the group unaware of a small glint on the middle of the mask's forehead.

* * *

"Hehehaha! Ah, yes! Already the breakup has started, just as I planned! And all it needs is one more little push!" Robotnik smirked as he pressed a button on his throne, observing everything that the Uncle was.

* * *

A pipe ahead of them released a small trail of oil. The van drove over it and began to skid out.

"Give it more gas!" Omni shouted, holding onto Roll and Makoto.

"Sure! So the wheels can spin even more!" Sonic frowned.

"If you were to steer Mobius the way you steer a van, then we'd all be on the road to disaster!" Sonia pointed out.

"Yeah? Well if you become ruler I'll vanish on purpose, just so I don't have to listen to you!" Sonic informed.

"Sonikku!" Roll gasped.

"Well if that's how you feel then I'll just leave! Go off by myself!"

"Yeah! This hedgehog never needed anyone before and he doesn't now! As of now, the Sonic Underground is through - we each go our own way - and may the best ruler win!" Sonic ordered.

"Fine!" Sonia ageed.

"Let there be the rule of cool!" Manic declared.

"Mind if I accompany you?" Uncle asked.

"Hike along, Unc!" Manic nodded.

"Wh-What should we do?" Makoto gulped.

"We split up. Roll, I know you want to go with Sonic, but I need you to go with Sonia," Ben ordered.

"Hai," Roll nodded.

"Makoto?"

"I'm on Creepy Uncle Watch," Makoto informed, "He's too suspicious in my opinion. This may be one of Robotnik's traps."

"Alright then. That leaves me and Sonic," Ben noted as Makoto went off before he activated his Omnitrix, "Come on. Give me someone I can work with…"

He pressed down on the device. Time slowed in his mind as he began to transform. He could feel himself getting slightly taller and sleeker. His legs began to bend in the way the hind legs of an animal would as two black orbs formed under his three-clawed feet. A tail emerged from his rear as three claws replaced his hands. His head became more angular with his teeth fusing into two rows of teeth with fang-like extensions on the sides. His outfit turned into a black tracksuit with a green center, the Omnitrix Symbol on the center of his torso.

"XLR8!" the alien declared before looking at himself and paled, "This one…" he began to shake his head quickly, "No, no, no. Not the time for those thoughts, XLR8. We need to get to Sonic."

With that, a black and blue-detailed visor slid down over his face. In a split-second XLR8 was off as fast as Sonic.

* * *

"So much has changed since I was imprisoned! Where are we going?" Uncle asked.

"No offence, but if you wanna stop attracting SWATBot attention, we gotta get that mask off your face," Makoto informed.

"And as it happens I know this gnarly secret locksmith who can deactivate any booby-trap! Whoa-oa-oa!"

"What's wrong?" Makoto asked.

"This was _not_ here before!" Manic informed as he pointed at the door.

"It doesn't look normal," Makoto noted as she poked it, causing it to start snickering.

"That tickles!" Dingo laughed as he changed back and grabbed them.

"Hey! Dingo! Run, Unc!" Manic screamed.

"Oh, I shall!" Uncle gulped as he ran off.

"…Did you turn azure?" Makoto asked, seeing the orange was gone from his fur and replaced with a shade of azure.

* * *

"How could Sonic and Manic possibly think they'd be a better ruler than me? I'm the one with the Queenly looks! Those other two - they've ruined the Royal reputation!" Sonia grumbled.

"But you're still family in the end," Roll noted, Yacker nodding.

"But why must my brothers be so…"

"All of you were raised differently, hai?" Roll asked, "Well, think about it from their views. Sonic's been helping lead the Freedom Fighters for most of his life now while Manic's been raised and shown what the lower class have to bear with. You were lucky to be raised how you were by a spy for the Freedom Fighters."

"I…I see…"

"Girls!" the two turned to see Uncle run up, "Manic's been captured!"

"Of course he did. Ugh! Ooh…They both just make me so angry at times!" Sonia growled.

"Now, now, what would your poor mother think?" Uncle asked, motioning to a fallen statue of Queen Aleena.

"Huh?" Sonia looked at the statue, "…Mom…"

"Sonia-sama?"

"You're right! Mother would want us to work together!"

"That's the spirit, my girl!" Uncle smiled before he continued to walk off as Sonia and Roll looked at the statue.

"This is your Okaa-chan?" Roll asked.

"Yeah," Sonia nodded before the two screamed when the trophy suddenly grabbed them both, turning into Dingo.

"Well, well. If it isn't my old flame and a new prey," Dingo noted.

* * *

"All I need to do is get the van out of the ditch, and I can go on tour as a solo Resistance act!" Sonic snorted as he approached a 'garage' with an azure bin nearby.

"Are you sure you want to do that?" Sonic turned to see XLR8, "Going solo's a pretty dumb thing to do."

"What would you know?"

"I did that a few times when I was ten and eleven. Heck, even the last two years I tried to go out on my own as a hero," XLR8 recalled, "Not once did it end well."

"How so?" Sonic frowned.

"Well, it was a bit after into the summer I got the Omnitrix. My grandpa…he got hurt bad by this biker gang," XLR8 informed, "Had to spend a few days in the hospital."

"…"

"I thought to myself 'I did this. He got hurt because of me.' I decided to run away, try to make myself just a solo hero," XLR8 frowned as he turned back into Ben, "But I couldn't do anything much against really tough opponents without his help and the help of my cousin. You can't do everything by yourself, Sonic."

"Watch me," Sonic frowned as he walked into the building, "Anyone here? I need a tow-truck! Hmm... maybe they have a wrench I could borrow."

"An excellent idea!" the two yelped as they turned to see Uncle.

"What? How'd you get here? Where's Manic?" Sonic pondered.

"And Makoto," Ben added.

"He's just not suitable as a ruler - I've decided you are! That's why I came!" Uncle replied.

"And Makoto?"

"I did not see her as I came this way," Uncle replied.

"Yeah? How'd you find me?" Sonic asked.

"Er... I... er... um..."

"Spit it out 'Uncle,' if that's really who you are! How'd you track me down? Say..." Sonic looked down at his ring, seeing it glowing.

"It's a homing device!" Ben realized before narrowing his eyes at him.

"Get him!" Sleet ordered as he emerged from a tool closet, turning Dingo back to normal. "Lemme give you a lift!" Dingo smirked as he activated the crane, lifting up multiple SWATBots.

"I'll handle this," Ben smirked as he slapped down on the Omnitrix, turning him into a tiny humanoid, robotic insect-like Alien with one 'eye,' "Nanomech. …Nanomech? Um, that's a bad choice, Omnitrix."

"Bad time for picking bad choices…" Sonic muttered as he began to fight off the robots.

=Don't just stand there you tin-faced twerp - get in there and _do something_! Or else...= Robotnik growled, his image appearing in one eye of the fake's mask.

"Er... right!" the fake nodded before he picked up a wrench and threw it at Sonic, knocking him out.

* * *

"Whoa, have I got a Sonic-sized headache!" Sonic groaned as he began to come to.

"Sonikku!" Roll gasped, hugging the hedgehog gently while her tail began to softly rub his head.

"Mmm…That's nice…" Sonic couldn't help but enjoy it.

"We've got worse troubles than that!" Sonia informed as she pointed at the cuffs on their arms.

"Imagine us getting sucked into Buttnik's plan like that!" Manic frowned.

"He was trying to split us up!" Sonia added.

"And it worked too - thanks to..." Sonic began before the door was opened.

"In ya go, mate," Dingo informed as he tossed the fake into the cell, his mask being removed.

"Ohhhhh…"

"Hey! That's no Uncle - that's... Luke Periwinkle, the actor! I used to see all of his movies!" Sonia realized.

"Oh! We just watched some of his films two nights ago as a girl's night!" Makoto realized.

"I'm not sure if I want to bop him or ask for an autograph," Roll added, Yacker nodding.

"Always gratifying to meet a fan or two!" Luke informed, feeling just only a smidge better about the fate he would endure.

"I always thought he was a ham!" Sonic frowned.

"Huh? I beg your pardon!" Luke frowned.

"Hey, he tricked us good. From what I could see from those films, he's one of the best actors there is, almost as if he wasn't Luke Periwinkle, but the actual character he plays as," Makoto informed.

"I come from a family of masters of disguise," Luke informed, "We are the best when it comes to becoming another character."

"The mask! It's booby-trapped!" Manic realized.

"It won't explode. It was just a surveillance camera! Robotnik forced me to play this role to trick you. I truly apologize for it, but said he'd Roboticize my wife and myself if I didn't do it - but after he caught you, he imprisoned me and Roboticized my wife anyway!" Luke growled as he kicked the mask towards the door, causing it to explode upon impact.

"Whoa! It _was_ booby-trapped!" Manic gawked.

"You mean... my head... boom?" Periwinkle fainted.

"Tsk-tsk-tsk. That's what you get for lying," Makoto scolded, "Still…I guess you couldn't help it since your family was…and still is…in danger."

"Now's our chance! Manic, can you shed these shackles?" Sonic asked.

* * *

"Whoa, man, no exit!" Manic yelped, seeing they were surrounded by SWATBots.

"Over here!" Sonia called as she threw Sonic a sword.

"The Sonic Underground reunion tour!" Manic declared.

"All hedgehogs for one…" Sonia began.

"And one hedgehog for all!" Sonic finished.

"Time for us to get in on this," Ben smirked as he slapped down on his Omnitrix, changing him into a planet-like, humanoid alien, with a head made of leaves in the shape and color of flames, "Swampfire! …Is what I was not going to go with, but that's okay. There's a time for going Hero, and then there's a time to go _Ultimate_!"

With that, he slapped down on the Emblem. The four spikes emerged once more and sent a wave of energy over his body. What was once green turned a pale shade of bark. His upper body, mainly the head area, was engulfed in blue orbs with his head floating in one, resembling Heatblast's face. Three orbs went up both his lower arms.

"_Ultimate _Swampfire!" the evolved Alien declared before unleashing an intense blast of blue flames, "**Ultimate Fire Storm**!"

"Yacker, Cube Mallet!"

"**Cube**!" Yacker declared, turning into a blue version of himself, his 'head' in the shape of a cube with three eyes.

He zipped into Roll's blade, turning it into a large sledgehammer, the hammer part of it in the shape of his Cube Form. Roll's arms seemed to gain a bit more muscle tone as the fur on them turned blue. Her eyes changed from jade to a nice shade of blue. Roll twirled her mallet once before slamming it on the ground, creating a fissure that sent the semi-melted SWATBots Ultimate Heatblast hit into it. Nearby, Manic began to spin his drumsticks and threw them as buzzsaws that took the heads of SWATBots, Sonia and Sonic began to use the swords Sonia got to slice them open, and Makoto began to crush their heads with her punches.

"Drum roll please!" Manic smirked as he caught his sticks.

"Oh yeah! Who's bad?" Makoto smirked, "I can hear the cry of a million squirrels calling out to me!"

"They're not," Roll noted, strangely calm as she swung her mallet once more, crushing five in one strike.

"Huh? They're not?" Makoto gawked before the six barely dodged Sleet and Dingo as they tried to run them over.

"Don't dodge!" Sleet growled.

"You…You were the ones who made him lie! You were going to end him and his wife even if he did it…!" Makoto growled as she began to tremble, a dark aura starting to appear on her.

"M-Makoto…?" Ultimate Swampfire gulped.

"**Astral Heat**!" Makoto cried out, a white design appearing behind her, resembling a diamond with vines going up to it.

"What's this?" Ultimate Swampfire gawked.

"She's unleashing the strongest move…the **Astral Heat**!" Sonia replied.

"Dude, this is what you did when you beat that ice jerk, Jin," Manic pointed out.

"…I did?" Ultimate Swampfire pondered as she assumed a fighting stance, her pulled back fist erupting in energy.

"**Inore, hoshi no chikara (Pray, power of the star)**!" Makoto declared before she slammed her fist into the approaching vehicle, intent on ramming her with the horde of SWATBots behind her, "**Tsudōe, daiyose sawa (Gather the last great strike)**!" With that, she unleashed a series of 29 punches, smashing them all into the vehicle and robots behind it, "**Atashi no kobushi de, hoshi ni nare (With my fist, fly up to the stars)**!** Planet Crusher**!"

She unleashed a powerful uppercut, sending them high into the sky as a moon-sized rock appeared in lower orbit. The machines and vehicle collided with the 'moon,' leaving a fist impact on the entire front of it. It proceeded to shatter and turn into falling confetti.

**ASTRAL FINISH!**

"**Atashi mō, katsu da (I've already won)...**" Makoto punched ahead with a cold look of victory on her face.

"That was badass!" Manic exclaimed.

"She summoned and destroyed a moon…" Ultimate Heatblast continued his gawking.

"Now that I'm free, I'm giving up acting. I am going to join the Resistance!"

"You do that guy!" Manic nodded.

"Just no more lying, you got me?" Makoto threatened, making the actor gulp and nod.

"Good luck. With your skills of acting, you could easily be a spy for the Freedom Fighters," Ultimate Heatblast noted.

* * *

"I'm sure you all learned an important lesson, haven't you?" Makoto asked, giving the three hedgehogs a grin.

"Yeah, if we ever rule, we do it together!" Sonic nodded.

"But first we have to get the van outta the ditch where Sonic crashed it!" Manic pointed out.

"Me?! Now wait a Sonic Second!" Sonic exclaimed.

"Well, you were driving!" Sonia informed.

"Yeah, but you were supposed to be watching the road!" Sonic pointed out.

"It doesn't matter who did what. All I know is that we've got the van in a ditch," Roll frowned.

"I've got this," Ben noted as he slapped down on the Ultimatrix, "GreyMatter! Huh? GreyMatter?! Oh, come on!"

"…You look like a frog," Roll noted.

"I am not a frog!" GreyMatter barked before sighing, "Let's just get going to the van. At least while I'm like this, I'll be able to trick it out."

* * *

**"Help me! Professor Kokonoe!" A Chibi-style Omake**

**Starring: Professor Kokonoe, Iron Tager, Manic, and Noel Vermillion**

**The curtain lifted, revealing something of a dark unlit lab…Said lab being somewhat messy. Then a spotlight sparked to life, revealing a fairly young adult catgirl with a slim body, wearing a large scientist like jacket with abnormally long sleeves that end up looking like paws, with cuts made in them allowing her slender arms to slip through, red pants with two long pink tails with white tips coming from the back, and high-heeled sandals. Her hair was pink, tied in a style consisting of a long ponytail backing up longer tufts resembling large cat ears which tend to overshadow her actual cat ears. Her eyes were a golden-amber with visible bags under them, possibly due to over-working, and she was also wearing glasses. With a certain elegancy, she began to speak.**

**"Hello lost children. I am Professor Kokonoe, lord and master of the Sector Seven laboratory," She paused to push her glasses back into place briefly, and then began to speak again, "…Well, OK, we aren't in the lab at the moment. This place can sort of be temporarily moved into the Boundary. Well, simply put, it's a mysterious room. A mysterious room where you can do anything you want. To be honest, it's a paradise for all those sad, little children who couldn't make it to the true ending. A sort of Avalon. If you're one of those nutbars who's all 'I don't need help,' or 'I want to unlock hidden stuff,' or 'I'll just look for a flowchart online,' then you can piss off."**

**She proceeded to sigh.**

**"Anyway, my job here more or less is to do three things every five chapters. First: Answer common questions that I believe most people are asking. Second: To do a little re-cap of what happened in the past five chapters for you idiots who decide to skip them to get to the good parts in later chapters. And finally, give out supporting information to further your understanding of the terms of BlazBlue and Ben 10," Kokonoe proceeded to glare at you, "One thing I would like to make clear now, is that _none_ of the actions in this segment are considered cannon to the story, regardless of how crazy, funny, or even lovey-dovey it is. If I get _one _message asking about if this was cannon or not, I'm castrating the sender of said message with a cattle prod and a rusty knife!"**

**Kokonoe proceeded to sigh once more. It was rather repetitive for her at that point. She began to speak yet again to you, the reader.**

**"Very well. Now that that's out of the way, lost children of the day…you may enter," She ordered, and suddenly the whole lab lit up and Kokonoe took a few steps back.**

**As if on cue, the sound of a metal door sliding open echoed in the area. Kokonoe smirked as she hid, making sure to hold up a pancake. A green blur zipped by behind her desk with her, swiping the pancake, and began to eat it in one bite. Kokonoe shoved another into Manic's mouth before he could speak.**

**It was then a a young girl with long blond hair-although she covered her hair in her blue balmorals cap, making it seem like she had short hair-and green eyes walked in. She wore a NOL blue cloak with hood, long black socks, and blue military boots. Underneath, she wore a jolting sapphire NOL uniform dress with a white collar and a short red tie, with two separate long sleeves that had two heavy metal bands and a long red strap, white gloves, and carried two giant pistols linked together.**

**"What's with the place turning all shiny when she walked in?" Manic whispered.**

**"Shh. This is good," Kokonoe snickered.**

**"'Little kitty, little kitty… why do your whiskers extend so far… Mew meow meow…' No. 'Me meow mew.' Would that work better? Hmm…or should it be 'me-meow!'? This is a lot harder than I thought. But I feel like this phrase is essential to the poem… I need to think about this more," the girl frowned as she tapped her chin in thought.**

**"I'd go with 'Me meow mew,'" Manic pointed out, "Sounds the most cute."**

**"Eeeeeeeek!" the girl yelped as she jumped back, shaking, "Eh?! Ehhhhhhhhhh?! Where am I?! I was just thinking about what my next poem should be about…and I end up here! Why am I here…? What's going on?!"**

** "Well, we can be confused together," Kokonoe informed.**

** "That was a good start to it so far," Manic shrugged.**

** "Uh…D-Did you…hear…any of…that…?" Noel gulped.**

** "Yep. Again, I liked it," Manic noted.**

** "Yep. That's what I have ears for," Kokonoe added, "Look, you two, we don't have a lot of time for this, so let's get going."**

**QUESTIONS**

** "Okay. Let's start with Questions we've got in Reviews and PMs. So far..." Kokonoe looked over at the 'IN' Box and frowned, "Well…Again, not many probably have watched/played all three series."**

** "Well, let's start with Mr. A5L's question," Noel noted, "…What's a Kamen Rider?"**

** "Japan's Heroes along with the Super Sentai and Metal Heroes like Space Sheriff Gavan," Kokonoe informed, "Sorry, but this one will not have them. Trying to avoid using them this time around. The Kaijin, like Worms, may appear as Omnitrix aliens, though, since-well-Worms are aliens."**

** "W-Worms…?" Noel paled, thinking of the Earth worms.**

** "…Again, A5L?! You know what? Piss off, bastard!" Kokonoe snapped, shaking a fist at the screen while becoming flustered, "It's not like that at all!"**

** "He wouldn't even fit into the tuxedo," Manic snickered.**

** "Shut it, Manic," Kokonoe snapped.**

** "Maybe we should move on? Seanzilla115 has something interesting to ask," Noel pointed out.**

** "Really now?" Kokonoe pondered as she looked at the question, "Hmm…There may be appearances now and then, mainly as Ben's aliens if the damn author gets lazy like he did this chapter."**

** "The dude did say he was going to use some episodes of the series," Manic pointed out.**

** "And I did a lookup on the official site of Sonic the Hedgehog-related series," Tager added, adjusting his glasses, "The Chaos Emerald Crisis happened somewhat near the middle of the series, and this takes place after that three-part episode."**

**RE-CAP**

** "Okay, it's time for the Re-cap portion of our little get-together," Kokonoe informed, "Manic, not a word from you since you got distracted by the barely-covered women."**

** "Um…Well, I guess I can do this one…" Noel noted as she took out the script, "Um…Well…Apparently, Ben needed to recover after he turned into an alien called 'Grimlock.' But he ignored it to help respond to a call for help in the north. …He sounds like Mr. Shishigami in that sense."**

** "Not as loud, though," Kokonoe smirked, "Plus, he doesn't jump to conclusions."**

** "Well, to get to the north, we needed to call in a ride from Moby Deep. We spent the time on him telling Ben and Makoto about the time we met the big guy," Manic added, "When we got there, we got attacked by SWATBots, major bummers there, but Ben unlocked Articguana and totally froze them solid."**

** "Didn't I tell you to shut it?" Kokonoe frowned.**

** "It was then you met Ms. Prower and her husband, White, right?"**

** "Yep. …Wait, his wife?!" Manic gawked.**

** "You didn't read last chapter, did you?" Kokonoe noted, munching on a bag of candy.**

** "I was in the last chapter," Manic frowned.**

** "Well, they were taken to Ryūgū-jō and were introduced to Miyuki's family. Well, almost all of them," Noel looked down at her chest, _'Even the youngest girl was bigger than me…'_**

** "And we lost her," Kokonoe noted.**

** "I'll take lead then," Tager informed, "Ahem. After they were welcomed by the family, Miyuki and White Prower began to inform the five of their current problem. It appears that Phantom brought Jin Kisaragi to the world they live in, letting Jin get stuck in the north, a place that could amplify the power of Yukianesa. He began to fight the natives, killing the majority of them and causing the almost extinction of the Sakurai Clan of Ryūgū-jō except for one Roll Cyber Sakurai. She ended up leaving the village in order to end his life as vengeance for her clan."**

** "Yeah. That didn't work shit," Manic pointed out, "We only saw the near end after me and bro caught up after seeing what he did to one of them while the others saw a field of them all."**

** "D-d-dead…?" Noel paled as she looked at the chapter's data, "Well…Oh my! Makoto tried to fight him? She got frozen and Ben turned into Heatblast to melt the ice. …He…Someone melted Major Kisaragi's ice?"**

** "I know. Surprised me as well," Kokonoe noted, "Seems that Heatblast comes from a sun."**

** "A sun?" Noel gasped.**

** "Just keep going."**

** "Oh! Um, well…After Ben defeated Major Kisaragi, Roll enacted an ancient ritual of the village she lives in, becoming his h…_husband_?!"**

** "Yeah. You know that Ranma ½ Manga you like so much? It's like Shampoo and her Kiss of Marriage/Death, but instead of her chasing and making sure she's the only woman in his life, there's a loophole involving multiple wives," Kokonoe informed.**

** "That would have made things so much easier for Ranma," Noel agreed.**

** "After that, we did a gig there for Hollow's Eve and saw Ben go all freaky Ghostfreak on us," Manic noted before shuddering.**

** "Ghost…freak?" Noel paled before Kokonoe snapped her fingers in front of her face.**

** "Pay attention. This chapter now," Kokonoe added.**

** "Oh! I'm sorry. Ah…" Noel looked at the script for this chapter, "The group thought they had a lead on the mother of Sonic, Sonia, and Manic, Queen Aleena. …You're royalty?"**

** "Yep. Just had to be separated from Mom at birth due to Ro-butt-nik," Manic frowned.**

** "Oh, dear," Noel whispered.**

** "Anyways, turns out it was a trap set by Sleet and Dingo, though why his skin's turning blue, I have no clue. Anyways, we escaped, learning we had an 'uncle' sealed away in a tower. After some talks, we eventually got him out thanks to Ben going FourArms on them. We learned that, while we were driving away in the van, that he was our 'Uncle,' our Mom's 'twin brother.' He told us that only one of us could be the ruler due to some sort of rule. We kinda ended up going separate ways after a big fight. Ben followed Sonia while Roll took off after Sonic while Makoto stayed with me and 'uncle.' Turns out, it was just an actor set up to trick us and separate us. Nearly worked too, if Makoto didn't unleash her Astral Heat; Planet Crusher. Holy shit, she summoned a frickin' _moon_! That one attack took down all the robots!"**

** "Overkill much?" Kokonoe noted.**

** "Well, she got really pissed off they did that to us," Manic noted.**

**ADDITIONAL INFORMATION**

** "So what are we going over now?" Manic asked.**

** "We'll be discussing about Astral Heat and Nox Nyctores," Kokonoe explained, "And from Ben's world, there will be information on the Ultimate Feature on his Omnitrix."**

** "Sweet," Manic smirked, "So what is Astral Heat?"**

** "Well, simply put, Astral Heat is an incredibly powerful attack, one that draws in every single bit of Seithr within the vicinity of the user. Though, recently, it seems that Makoto's Astral Heat absorbed energy from the Omnitrix in order to call it out, so it could mean the Omnitrix's energy is akin to Seithr," Kokonoe noted on a clipboard.**

** "And the Nox Nyctores?" Manic asked.**

** "Noel can answer that," Kokonoe informed.**

** "M-Me…?!" Noel squeaked out, "Oh-okay…Um…Th-Th Nox Nytores, or Causality Weapons, are a set of nine different devices created during the First War of Magic. A tenth one has recently been made."**

** "So what are the nine?"**

** "Um…Well…"**

** "We'll do that next time," Kokonoe informed as she brought up an image of the Omnitrix, "Though, I'm settling the eleventh Nox Nyctores is-in truth-the Omnitrix. That's what I'm starting to come to the conclusion of. Speaking of which, let's talk about its Ultimate Feature; the Evolution Matrix."**

** "The Evolution Matrix?" Manic blinked as a clip played of Ben going Ultimate Big Chill, "You mean the thing that makes his Aliens look even cooler?"**

** "God dammit! You think it just looks cooler?! No!" Kokonoe snapped, "The Evolution Matrix is something originally designed by Albedo, a Galvan that was once Azmuth's apprentice."**

** "Once?" Noel repeated.**

** "He made the shitty mistake of making a second Omnitrix when one was already about. Having two of those things could cause a rip in the fabric of existence and damn us all!" Kokonoe snapped.**

** "Yikes…" Manic cringed.**

** "Now then, where was I? Oh, yes. The Evolution Matrix is designed to isolate the DNA of the current alien in use. Once that happens, it will endure a hell unlike any before; a millennia of war simulated within an instant," Kokonoe explained, "With that, the form of the alien in use will be instantly transformed into the form that is obtained through that hell, amplifying its destructive capabilities."**

** "Holy shit, that's both terrible, yet awesome. The changing part, not the 'million years of war' part," Manic pointed out.**

** "Yes, yes, but sometimes evolution does away with things that were useful, like Humongasaur's growing powers or Echo-Echo's multiplication abilities," Kokonoe noted.**

** "That's so sad," Noel frowned, "To have the abilities they gain, they have to endure something terrible like war itself…"**

** "Indeed. One can only imagine how painful that must be…" Kokonoe agreed, "Now get on out of here, you two."**

** "W-Wait…!" Noel informed, "We…We forgot to do something."**

** "What is it?" Kokonoe frowned.**

** "We had a PM from a friend of ours who wanted to remain anonymous," Noel informed, holding it up, "She wanted to know what the VAs are for the story."**

** "What?! Son of a…! Why do we even have Voice Actors?!"**

** "Because, Dudette, some dudes and Dudettes want to think about how their voices sound," Manic shrugged.**

** "Fine…Tager!"**

** "Putting it on screen," Tager informed.**

**Ben: Yuri Lowenthal**

**Sonic: Jason Griffith**

**Makoto: Cindy Robinson**

**Sonia: Jennifer Douillard**

**Manic: Daisuke Ono**

**Roll: Lenore Zann**

**Aleena: Gail Webster**

**Sleet: Maurice LaMarche**

**Dingo: Peter Wilds**

**Robotnik: Gary Chalk**

**Ben's Aliens: The majority of them are voiced by Dee Bradley Baker, but Omni-Kaka is voiced by Philece Sampler, Grimlock is done by Gregg Berger, and Rath is voiced by John DiMaggio.**

** "That good enough for ya?" Kokonoe frowned.**

** "Yes. Thank you! Oh…um…" Noel blushed.**

** "Huh? You're still here? What's up?"**

** "Uh…um…I mean…Professor Kokonoe, I…I…I…I think I…like you," Noel admitted.**

** "Uh…Thanks. But I'm not interested," Kokonoe sweatdropped as Manic developed a nosebleed.**

** "N-No! I didn't mean it in that way…!" Noel exclaimed, flustered by her slip of tongue, "When I'm with Tsubaki or Makoto, or especially Ms. Litchi, I always feel like I'm…the odd one out…"**

** "What now?" Manic blinked.**

** "…What?" Kokonoe sweatdropped.**

** "But when I'm with you, I feel like I belong! It's like we're comrades-in-arms or something…It's…umm…I feel like we share a special bond…"**

** "Uh…" Kokonoe blinked.**

** "Ooh…" Manic cringed, realizing what Noel means as he noticed both were below B-Cups in terms of Bra Size.**

** "Get out of here!" Kokonoe screamed, causing the hedgehog and former NOL soldier to scream and dash out.**

** "So she's supposed to be the heroine of BlazBlue…Times sure have changed…" Kokonoe sighed.**


	11. Sin Alley

**Underground Omniverse  
**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series. I do own Roll Cyber Sakurai, though.  
**

* * *

**Rebel 11: Sin Alley**

* * *

"Ugh…"

"Yikes. It was only for five minutes this time…" Cyrus noted as Ben began to come to on the medical bed.

"Please tell me you got enough data on him to _not_ make him go back into that form again," Makoto gulped.

"I believe so," Cyrus noted as he looked at a tablet-like device in his hands, "It seems that your Grimlock form was heavily modified to be a weapon of combat, Ben. However, the process seems to be one that was dangerous, life-threatening even. Many of his systems seem to have been diverted away from the central processing unit in order to boost the power. Your form shouldn't even be able to think, let alone speak."

"Well, thinking does hurt when I use that form. And so far…" Ben glanced over at Makoto and Manic, "Only Makoto and Manic have seen what Grimlock is truly capable of when his limit is reached."

"Don't remind me," Manic shuddered, "Major damage all around."

"I wasn't that bad," Ben frowned, _'From what I can remember.'_

"You bit off a dude's _head_!" Manic exclaimed, "You turned into a humungo robo-lizard and blew fire into the dude's face before ripping his head off!"

Ben cringed at that. He only recalled Makoto being electrocuted and then waking up in the medical area of a Freedom Fighter Base.

"You'll need to be careful with that form, Ben. If you use it too many times, it's most likely that when you run out of time as Grimlock, your normal body won't be able to take it and…" Cyrus trailed off at the end, earning a nervous gulp from Ben, "Now you're staying here until you've been given the A-OK from the doc."

"Yeah, yeah…" Ben sighed before Cyrus left, "Man…This sucks."

"Ano…Ben-san, you were the one who volunteered to do this," Roll pointed out, Yacker nodding as he floated beside her.

"Well, he guilted me into it," Ben sheepishly admitted.

"But I think he's also glad you went with us," Sonic noted, "We could've been in some serious trouble if you hadn't."

Ben nodded. He was somewhat sure that they could've done fine without him. But then again…Jin was dangerous, especially with that sword of his. A small breeze went through the room, making their eyes widened.

"Who opened the window?" Sonia asked.

They turned to the room's single window to see it had been opened. A lone scroll hung from the windowsill, held down by a bobby pin. The seven looked at each other before Yacker flew over to the scroll and took it. He flew over to Sonic and handed him the scroll.

"It's from Mom!" Sonic exclaimed.

"What's it say?" Makoto asked.

"'A pair of old friends of your father require assistance in keeping Robotnik's forces away from their town,'" Sonic read, "Our…Our dad?"

"The King?" Ben asked.

"_Late_ king, actually," Sonia replied, "He died during the siege Robotnik did in his takeover of Mobotropolis."

"Where does it say to meet them?" Makoto asked.

"…Sin Alley," Sonic looked at the note.

"Sin Alley? You mean the Sin Alley that has the highest supply-demand for repairmen, ammunition supplies, and construction teams?" Manic paled, "The Sin Alley that normally results in _death_ or insanity for lawbreakers? Uh-uh! No way am I going there! Nope. Not even for Pop's friend. No siree. Never."

* * *

"I can't believe you're making me go to Sin Alley," Manic scowled as his arms and legs were stuck in ice.

"Well, you were being stubborn," Big Chill noted as he changed back into Ben.

"And you left before the doctor gave you the okay," Roll added as she looked at Ben.

"I hate hospitals," Ben frowned/pouted.

"Oh, you and me both," Makoto agreed, "Especially the old magazines in the waiting room."

Sonia rolled her eyes as she sat beside Sonic in the front. The van was still being tuned up by GreyMatter, so various walls were covered in tarps in the vehicle. And Ben would not work while others were in there, wanting to have what he was working on as GreyMatter a surprise. Sonic turned and began to enter a town. Ben looked out a window to note how it reminded him a bit of New York City.

"Here we are; Sin Alley," Sonic spoke.

"Now we're supposed to drive around until we spot a convertible designed to resemble a police car," Sonia noted.

"…Does anyone else hear screaming?" Roll asked.

It was then something hit the window on the front of the car, causing Sonic and Sonia to scream. Sonic slammed the brakes and the van skidded to a halt, causing everyone to fall over and out of their seats except for Sonia and Sonic, due to wearing seatbelts. Slowly, they looked at what hit them to reveal it was a Mobian Rabbit, yet also strange. His fur was a solid white while his large mouth was filled with rounded teeth. The most peculiar thing about him, though, was that his eyes were just two black dots. The group ran out of the van just as the rabbit pulled himself off.

"Are you okay?" Makoto asked.

"Oh man, I am so sorry about that," Sonic apologized.

"Nah. It's perfectly fine," the rabbit replied as he dusted himself off, "But can we do it again?"

_'Again?'_ everyone thought with a sweatdrop.

"Uh…Maybe later?" Sonia blinked.

"Aw man…" the rabbit pouted.

"Maybe you can help us," Ben noted, "We're looking for two old friends of the late King."

"You mean fatass finally kicked the bucket?" the rabbit grinned.

"Not Ro-butt-nik," Sonic sighed, "King Azure."

"You mean Ol' Blue Butt?" the rabbit asked, "Man, been a while since Sam and I gave him a funeral. Though we had to do an empty casket one." He began to look at Sonic, "In fact, aside from your eyes being emerald, you look an awful lot like him. Are you an evil clone from another dimension sent here to destroy us?"

"What? No!" Sonic exclaimed.

"He's one of the Royal Triplets," Roll note, making the rabbit gawk.

"No way…" the rabbit blinked before taking in a deep breath, "Sam!-!-!"

"I'm coming, little buddy!"

A window shattered as a figure jumped out from the third floor of an apartment building near them. The figure tumbled as he landed, ending straight up with a Glocken pulled out with a police badge. The figure resembled a dog around the size of a normal male Human adult with dark-brown fur and had the same eyes the rabbit did. He wore a grey pair of formal pants, a fedora, and jacket with a white button shirt and a black tie underneath the jacket.

"Freeze! Same & Max: Freelance Police!" the dog Mobian declared.

"Wait, Sam! Those three hedgehog there are Blue Butt's kiddies!" the rabbit exclaimed.

"What now, Max?" Sam blinked before looking at them, "Great googolplex theaters! They look just like Azure and Aleena!"

"Aside from minor color differences," Max pointed out.

* * *

"So, Aleena sent you guys here to help us with metal arm's forces?" Sam pondered.

"Yeah," Sonic replied as Roll, Sonia, and Makoto were looking around the semi-destroyed PI office Sam had let them into.

"Aw man…" Max slumped, "There goes all the fun we've been having scraping them."

"Don't worry, Little Buddy."

"But when are we gonna get another case, Sam? Surely the local lawbreakers must miss our esoteric brand of personalized criminal justice," Max whined.

"Patience is a sharp razor to swallow, Little Buddy," Sam assured.

"I always thought it was a virtue," Makoto pointed out before a phone rang.

"Ah! I got it! I got it!" Max shouted as he dashed over to a coffee table and picked up nothing but thin air, "Hello?"

"There's a note, dude," Manic pointed out as he picked it up, "'Leave Swiss cheese by the rat hole or you'll never see your precious phone alive again.'"

"Jiminy Christmas Eve in a padlocked sweatbox! Some misguidedly ballsy felon's napped our phone!" Sam gasped.

"Manic," Sonia, Ben, Makoto, and Sonic began.

"Wasn't me. I swear. You know what happens to lawbreakers in Sin Alley," Manic shuddered.

"Eerie – I just went cheese shopping! How did they know?" Max pondered.

"Be sure it's Swiss cheese, right? And be quick about it!"

"Who said that?" Roll asked before Yacker pointed at a rat hole to see a rat with a green beanie and sunglasses scurrying back into the rat hole.

"Oh yeah. I forgot that the Mobian Rats here in Sin Alley all got shrunk a few years back," Max recalled.

"Ordinarily, I hate yielding to extortion, but I have to admit I'm half charmed by the sheer spunk of that oily little perp. Where'd you put the cheese, Max?" Sam asked.

"Gosh, it was hours ago! You know I have the memory of a dried trout," Max replied.

"You have the memory of a dried trout?" Ben asked.

"Sadly, yes I do. Well, it's gotta be somewhere in this room…" Sam noted as he began to look around.

Roll sniffed the air. She pointed to the closet door before she opened it, revealing a large pile of cheese. Nearby, Ben looked at a picture of Sam, Max, and an azure-eyed Sonic in a motorcycle with a side-car shaped like a pickle.

"Is this King Azure?" Ben asked.

"That it is. Remember our motorcycle trip through the Midwest?" Sam asked Max.

"Just you, me, Ol' Blue Butt, and the authorities from seven states trying to get Ol' Blue Butt back to the castle because he ran off. But those were quieter times," Max replied, making everyone pale a bit.

"I found it!" Roll called.

"Good job," Ben nodded.

"But this isn't Swiss cheese," Makoto pointed out.

"I don't like Swiss," Max pointed out.

"Why do you have so much of it?" Sonia demanded.

"I'm preparing for the worst thing possible; a cheese shortage!" Max replied.

"But we need Swiss, Max," Ben noted.

"I'm on it," Sam informed, "Stand aside."

With that, Sam whipped out a shotgun-like handgun. He proceeded to open fire on the cheese.

"That that, you lawbreaking dairy products!"

"Sam, no! The cheese was innocent!" Max called out.

"Innocent? I think not," Sam replied as he pocketed his gun and picked up one of the hole-filled blocks of cheese.

"Oh, I get it now. Major idea, dude," Manic smirked as Sam put the cheese before the rat hole, letting the rat pull it in and walk out.

"Greetings. The members of the Benevolent Brotherhood of Vermin would like to thank you for your offering," the rat informed.

"The Members of Sam and Max would like their phone back now," Sam ordered.

"If you don't mind," Max added.

"I regret to inform you that the situation has changed, and I am unable to comply with your request. A list of additional demands for the return of the phone is as follows:" the rat began before a familiar flash of green light came.

"Omni-Kaka!" the Kaka Clan Alien declared as she pounced on the rat and picked him up in a paw, "Ooh…It's a rat! Can Omni-Kaka eat him?"

"Not yet," Sam replied, "Put him on the table, but keep a paw on his tail."

"Okay!" Omni-Kaka beamed.

"Now, let's discuss this calmly," Sam spoke.

"Finally, some real reasoning," Sonia noted.

"Let's debone the smarmy little skeez and see if the phone's in there!"

"Omni will do it!" Omni-Kaka offered.

"Omni-Kaka-chan, no!" Roll yelped.

"I ain't talkin', coppers. Jimmy Two-Teeth ain't no rat. Er…Well, I ain't talkin'," the rat informed.

"Hand over the phone or I'll make you lick my germ encrusted palms!" Max threatened.  
"Yeah, yeah, I've had worse."  
"Like what?" Makoto asked.  
"You don't even want to know, toots," Jimmy replied.

"Let me, dudes," Manic pushed aside the two, "I know how to talk thief. Omni-Kaka, to the closet."

"Huh? What are you doin'?" Jimmy asked as Omni-Kaka, Max, and Manic took him to the closet and closed the door, "What the…?! Where did that-Argh! No-no-no-no-no-no-no! Not that! Gyaaaaaaaaaah!-!-! I'll talk! I'll talk! Have mercy!"

"I've had mercy. It was unpleasantly gooey, like…well, like things that have fallen onto pavement from a great height," Max noted.

"I give up! Take yer phone and lemme go!"

Manic walked out of the closet with a saliva-covered phone, shuddering, "Aww, for the lova-a' – I wish I could unsee that."

"You are a criminal genius, my friend's son," Sam patted Manic's back while Omni-Kaka walked out with a happy smile.

"Where's the rat?" Sonic asked.

"Out to lunch," Max replied before Omni-Kaka burped up a green beanie and sunglasses.

Before anyone could do anything, the phone went off. Max tried to answer it, but Sam threw him out the window. The dog quickly answered it.

"Hello? Yes? They are. They're great so far. No, nothing like that yet. Great gouts of steaming magma on a beeline for the orphanage! We're on our way," Sam informed before hanging up just as Max got into the room.

"Who was that on the phone?" Ben asked.

"It was Aleena."

"Mom?!"

"She said that she hoped you three were here and that you were doing good. Haven't got complains from you yet, Sonia, so that's good. Also, she told us that there's multiple reports of malfeasance in the neighborhood."

"Oh, joy! That's my second favorite feasance!" Max beamed.

"Idiot. We've got to get down to the corner store and Sybil's right away!" Sam declared before looking at the others, "Actually…Congrats, you're all junior Freelance Police. Sonic, Roll, Sonia, Manic, go to Sybil's and see what's up. Ben, Makoto, head for Bosco's with me and Max."

"But we don't know where Sybil's is or who Sybil is," Sonia noted.

"She runs the place across the street on the building's right," Sam explained, "Her building's name is right on top of it."

"With a billboard on top," Max added.

* * *

"It doesn't look as bad as they say," Ben noted as they walked down the street.

"Thanks!" Max grinned before noticing a small human child in a white button shirt, red shorts, and an ice cream server's hat spraying Sleet's face on a garage door, "Uh oh. We've got Vandalism. Great. The boring and most-used offense."

"Say there, unfashionably dressed street urchin…" Sam began before the child turned to them, revealing he had wrinkles, glasses, and a five o'clock shadow.

"Aah! You made me mess up! Now I have to start all over!" the middle-aged man complained.

"Yowzers, you are one ugly ki…heeey…I know you!" Max realized.

"You do?" Makoto asked.

"Oh, that's right!" Sam realized, "You're one of the loveable scamps from that old TV show about the singing soda jerks!"

"It's called 'The Soda Poppers.' And the seventies are not 'old,'" the man snorted.

"Specs! It's you! Wow, an actual celebrity vandalizing our neighborhood. This is great!" Max beamed.

"Uh, some explanations, please?" Ben asked as Sam pulled him and Makoto to the side.

"About 30 years ago, there was an old show called 'The Soda Poppers.' It was a great show and helped with setting up good relations between Mobians and Humans," Sam informed.

"Until Ro-Butt-nik showed up," Max pointed out.

"The show lasted five seasons and the main characters were called 'Specs,' 'Whizzer,' and 'Peepers,'" Sam explained before turning to Specs, "Boy, you sure were a famous oddly underdeveloped teen celebrity at one time."

"I'm still famous!"

"Are you?" Max asked.

"Um, like a million point one times more famous than you!"

"Then why are they knighted and you're not?" Makoto asked, recalling the plaque they had on their office wall.

"And we're not really known by many, just the 18-to-34-year old repeat-criminal demographic," Sam added, "Say, how about an autograph for my pal?"

"You can sign my butt! Make it out to 'Squinky,'" Max grinned.

"I don't sign butts anymore. People get ticklish and they move and it gets all messed up," Specs informed, earning grossed looks from Ben and Makoto.

"I'll take that chance!" Max declared.

"Sorry, I can't stop painting. This has to be perfect," Specs replied as he motioned to the painted face of Sleet.

"So why are you drawing this?" Makoto asked.

"This is Sleet, the creator of the Eye-Bo Videos! He's a masterful genius and you should watch his video sometime," Specs replied.

"'Eye-Bo' sounds like an electronic archery toy," Sam noted.

"Eye-Bo is the truly visionary ocular fitness program. Try the video today!"

"Where can we find a copy of the video?" Sam asked.

"They carry them over at Bosco's. You should get it!"

"Sounds fascinating," Sam noted, "We were on our way there. Do you live to paint or do you paint to live?"

"I don't know why I do it…I just have to paint!" Specs replied.

"Did you take any lessons? Because this is kinda creepy at how real it looks," Makoto shuddered.

"No, it just came to me one morning. This morning, in fact."

"Well, can I ask one last thing? Is the paint supposed to go outside the lines like that?" Sam asked.

"What?! No! Where?!" Specs gasped until Max began to laugh at him, "Don't do that!"

"Well, we'll leave you to it," Sam noted.

"But you have to agree to paint me next!" Max declared.

"Sorry. I only paint Sleet."

"Man, you've got the TV Schedule memorized…Weren't the Soda Poppers going to be featured on one of those grim celebrity tell-alls today?" Sam asked as they walked away from Specs.

"Oh yeah! On Channel 173, the Child-Star Expose Network, which we only get when it's convenient!" Sam replied.

"Maybe I could help fix your TV," Ben offered.

"…You would do that?" Max asked.

"Well, yeah," Ben replied.

"Thank you!" Max squeaked out in joy.

* * *

"Hello? Is anyone in here?" Roll asked as the four walked in.

"Welcome!" they turned to see a short adult in the same outfit Specs had with a bowl cut blond hair and large blue eyes, "You all look like you could use some therapy. My name is Sybil Pandemik, a licensed Psychotherapist, Tattooist, and Barber."

"Really? That's impressive, little dude," Manic noted before hearing a knocking sound from the closet door.

"What was that?" Sonia asked.

"I didn't hear anything," Sybil replied.

Manic walked over to the door and opened it, gasping as a Makoto-sized Mobian lynx stepped out. She wore a red button shirt and slim black pants with black slipper-like shoes on her feet. She adjusted her glasses as she stood up. She also had tattoos going up her arms.

"Thank God! I've been locked in that closet for so long I was starting to invent life stories for the mothballs!" the lynx exclaimed as she walked over to a desk between two cacti in pots and a taxidermy fox on top of one, "I've gotta sit down. Oh my God! He's still here! Call a cop!"

"Junior Freelance Police and Freedom Fighters at your service," Sonic replied, "Sonic the Hedgehog at your service."

"Sybil Pandemik, licensed Psychotherapist, nice to know ya. Arrest that lunatic Peepers immediately for assault, kidnapping, and identity theft!"

"_You're_ Sybil?" Sonia asked.

"Of course I am! That is former child star Peepers from the Soda Poppers. He locked me in a closet and has been pretending to be me to promote this insane video called Eye-Bo!" Sybil replied/snapped before taking a calming breath, "At first, I believe that his case was very complicated and delicate. He could have been repressing feelings of inadequate transference or latent unwarranted hypochondriac Freudianism."

"What now?" Roll, Manic, and Sonic blinked in confusion.

"He's a complete whack-job. Although actually, now that I look closely…" Sybil's eyes widened as she looked at Peepers, "I think he's been Hypnotized!"

"Hypnotized?!" the four gasped while Yacker cried out in surprise.

"How do we handle hypnosis?" Roll pondered.

"Typically, a hypnotic subject can be revised after rendering the subject susceptible to new input. In other words, we have to knock him out," Sybil informed, "I'll be able to demonstrate if you can knock Peepers out for me."

"You got it," Sonic replied.

"Oh no you don't. I can see you!" Peepers declared before he turned into a blur.

"He's as fast as Sonic!" Manic gasped before a yellow blur slammed into the first blur, knocking Peepers out.

"I can see you…oh…" Peepers moaned as he collapsed on his face.

Sonic blinked as he looked at Roll, her fist held out ahead where Peepers had been hit, _'She…she's as fast as me…'_

"Impressive," Sybil noted, "Now, I can try to bring him out of his hypnotic state. Take control of your mind! Destroy the Intruder in your dreams! Regain control!"

Peepers groaned as he began to get up, "What…Hey…What am I doing here? What's going on?"

"Sybil?" Sybil asked.

"My name's not 'Sybil,' it's Peepers!"

"Phew! Yes, it is! Are you ok? How do you feel?" Sybil asked.

"I've got a bit of a headache…I had the weirdest dream involving me and my brothers being under hypnotic control."

"That wasn't a dream, dude. You really were under control, ended up putting Sybil here in a closet, and then pulled a cross dress and pretended to be her," Manic informed.

"Oh dear! I am so sorry for doing that!"

"It's quite okay. And was there anyone else in your dream? Someone that kept appearing?" Sybil encouraged.

"Yeah. It was a big purple robot with one red eye!"

"Shockwave," Manic scowled.

"Who?"

"The 'Bot I saw when me, Makoto, and Ben were captured," Manic replied, "He Roboticized this Hedgehog chick and called her 'illogical.'"

"That means this 'Shockwave' hypnotized you for Sleet to do his unspeakable bidding," Roll noted.

"May I borrow a piece of paper and a pen, Sybil?" Sonia asked.

"Of course," Sybil replied, "Now as a thank-you, would any of you care for a tattoo on the house?"

"No thanks," Sonic replied.

"I'm good."

"Likewise."

"Ano…I would," Roll replied, earning looks from the others, "Demo…It's part of something special in the place I'm from that we get a certain tattoo when we obtain something special. I…If you could, I'm hoping you could do it for me?"

"But of course," Sybil nodded as she and Roll walked over to a tattoo chair and pulled the curtains around it for privacy.

* * *

"So what's this Bosco character like?" Ben asked as they entered a doorway.

"He's a great guy!" Max replied.

The interior of the building they had entered was surprisingly clean. Ben and Makoto sweatdropped at the signs all over that read 'Buy 1 Get 1,' 'You Look You Buy,' and 'Don't you touch my stuff.' Their eyes widened as they saw a display with Sleet's face on it. Behind a counter was a Sam-sized dark-skinned man with a large belly, a tightly-fitting yellow and orange shirt, and green shorts.

"Have no fear, simple citizens and Bosco, the Freelance Police and their Junior Members Ben Tennyson and Makoto Nanaya are here to keep the peace," Sam informed as he adjusted his hat.

"Violently, if possible! You called?" Max asked.

"I'm hoping to avoid fighting," Makoto noted.

"Why are you a Junior Freelance Police again?" Max frowned.

"It's just you two and two teens? Where's the SWAT Team? Where's the National Guard? Where's NASA?!"

"There's a NASA here?" Ben asked.

"What?! You!" Bosco gasped, "You're Ben Tennyson, the kid with the Ultimatrix!"

"Omnitrix now," Ben corrected, "Wait. How did you know me?"

"Sir, Freedom Fighter member Bosco Bosco. Been keeping tabs on you for a while now," Bosco replied, "Shame it went to waste now that you're with these two ding-dongs."

"Hold on, Bosco. What's the problem?"

"What the problem?! It's a Robotnik Terrorist Spy! A munchkin Robotnik Terrorist Spy! He'll be the death or Roboticization of us all!-!-!" Bosco declared as he shook a fist.

"You mean Specs?" Makoto asked, "Because we just walked past him as he was making graffiti.

"Not him!" Bosco barked before pointing at someone in the Soda Popper's outfit, the same height as Specs, freckles, busy orange hair, and a five o' clock shadow on his lip area that was putting videos on Sleet's shelf.

"Hey, it's another one of the Soda Poppers!" Max exclaimed.

"Isn't he the one with the…" Sam's ears went down a bit as he frowned, "…Bladder control issues?"

"He pees a lot?" Makoto asked.

"Yeah! 'Whizzer!' His motto is 'Time Out for Number 1!'" Max grinned.

"He's a former child star?! Oh, just lock him up and throw away the jail!" Bosco demanded.

"Well, one of us apparently needs to take a couple dozen elephant tranquilizers and call it a day," Sam insinuated.

"And you should take a few yourself!" Max added.

"How can I be calm with _a munchkin Robotnik Terrorist Spy in my store_?!" Bosco freaked.

"Um…What is he doing exactly that's making him a spy?" Makoto asked, "All I see is him putting videos on a shelf."

"That's just it! He's delivering videos I didn't even order! 'Sleet the Coyote's Eye-Bo?!' What is that?!" Bosco demanded, "Oh, it's something bad, I can tell you that. And look at that display! It's subversive and hideous! Especially the yellow in place of the white in his eyes!"

"Any idea why a freakish relic of the 70s would unload videos here?" Sam asked.

"Think about it. No individual acting alone would ever deliver videos of his own volition. It makes no sense. I smell…" Bosco paused to sniff the air, "…a conspiracy!"

"I think you're just catching the hot weenies in an updraft," Max pointed at the hot dog rotisserie beside Bosco.

"No, it's definitely a conspiracy."

"A video delivering conspiracy? Really?" Ben raised a brow.

"Who'd do that to you?" Makoto asked.

"Oh, they've all got it in for me…Robotnik, Queen Aleena and her children, the Government, Sin Alley, the Media, the Mafia, the Freedom Fighters, Aliens, Sentient Computers, a group of space fighters known as the 'Plumbers,'" Bosco noted, the last statement making Ben gawk in surprise.

"How do you know about the Plumbers?" Ben asked.

"What? You don't think that I don't do complete checks on those that catch my interest?" Bosco frowned, "And then there's my own mother, Niels Bohr, Switzerland, the Shamazon, the Wolf Pack and Felidae, head lice, lint, pastrami, hair spray, Tellt…"

"Stop right there! Hair spray had no part in this!" Max argued.

"Oh sure, that's what you'd like to believe," Bosco scoffed.

"Have you actually watched this 'Eye-Bo' thing?" Ben asked.

"Only a fool would watch a strange video!" Bosco snorted before he grabbed one of the videos and pushed it into Sam's hands, "You watch it."

"Any other heinous terrorist activities to report?" Sam asked.

"Yes! He keeps using my bathroom!" Bosco replied.

"…Your…bathroom? The public bathroom?" Ben asked.

"That's the one. Who knows what he's doing in there?" Bosco gulped.

"I think I know," Max pointed out.

"So we've got an unwanted video dumper and serial…leak-taker," Sam wrote down on a notepad.

"Not even Queen Aleena's children can help us now. Even with that new fiancé the oldest sibling has," Bosco shivered.

"That's it?! Did he steal any of your overpriced merchandise or at least try to disembowel you with a sharpened spork?" Max demanded, earning grossed out looks from Ben and Makoto.

"No way! I've got **B-TADS**, the single most technologically advanced security system ever conceived by the mind of either human or Mobian."

"Is that one of those acronym things I've been hearing so much about?" Sam asked.

"Yep. **Bosco-Tech Automated Defense System**. I made it myself," Bosco smirked with pride.

"Wow, I always wanted to automate my defense. How does it work?" Max implored.

"Just pull a weapon, you'll see. Or try to walk outta here with something. Go ahead, I dare you," Bosco smirked.

"Well, okay. Since you dared," Sam replied before whipping his gun out and an alarm went off, "What?" a boxing glow shot down and bonked Sam on the head, "Oof!"

"Sam!" Ben and Makoto gasped.

"Did you see that?! Oh yeah! Lean up on Isle 3!" Bosco laughed.

"Sam? Are you dead?" Max asked.

"…Too early to tell," Sam groaned as he began to stand up.

"At the risk of sounding callous… How come your fancy pants defense system can't even stop small bladder boy over here?" Makoto asked.

"It was designed to keep anyone from taking stuff _out_ of the store, not from bringing it in!"

"Ah, right, a rare case of Reverse Shoplifting," Sam noted as he finished recovering.

"Shop_dropping,_" Max informed.

"Mm, yeah, I suppose so. Okay, Bosco, I think we've got it."

"Okay, anything else?" Bosco asked.

"We'll chat more later, Bosco, but right now it's time to get up close and personal with that pint sized evildoer," Sam replied.

"Stop that crazy man, before he kills us all!" Bosco pleaded.

"I…still don't get it," Ben sweatdropped, "How can shopdropping do anything bad?"

"You'd be surprised," Bosco replied as Makoto picked up a slice of cheese on a plate.

"Hm…You think we can use this while we're here, Bosco?" Makoto asked.

"Fine. But don't you try and leave with it without buying it," Bosco warned.

"Excuse me, you're Whizzer, right?" Ben asked.

"You bet."

"Ben Tennyson," Ben held his hand out, "Junior Freelance Police member."

"Nice to meet you," Whizzer nodded as he shook Ben's hand with his own, the slight wetness of it showing that his hand was recently washed.

"Is it okay if I ask what you're doing here, Whizzer? Just why are you delivering these videos that Bosco didn't ask for?"

"Oh, well Sleet's Eye-Bo is the ocular fitness regimen for all those on the go," Whizzer explained, "It is a revolutionary new program of eye sometric exercises to promote ocular fitness. You can learn to move objects with your eyes, even see through walls and clothing."

Ben blushed at that last part, trying not to look at Makoto's direction, _'Kinda sounds like Eye Guy.'_ "I just got a copy of it from Bosco right now. I'll check it out once we're back in the Office."

"Good luck with it. It changed my life, so it'll change yours."

"Well now, did Bosco order all these videos?" Sam asked as he walked up with Max.

"How should I know? And did I mention they're free?" Whizzer asked.

"What, you just deliver them whether people order them or not?" Sam's eyes widened a little.

"The word must be spread. Eye-Bo is the path to enlightenment and ocular fitness."

"Hmmm…Well, that's nice. But do you know that unlawful deliveries are punishable under section nine, article seven, title eleven of the Personal Private Public Professional Conduct Penal Code?" Sam asked, making Ben look at him in surprise.

"You made that up," Max pointed out, making Ben facefault.

"True – But we can still write him up for littering, trespassing, and disturbing the peace," Makoto pointed out as she walked over.

"Good job, Makoto," Sam nodded.

"I have to deliver these videos!"

"Boy, what a monotonoid. Can we arrest him now?" Max asked.

"In a minute, little buddy," Sam replied, "Are you anything like you are on the TV show?"

"Yeah! Like, do you really have to hit the john every five minutes?" Sam bluntly asked as he pointed at the restroom with his thumb, the sign sporting a male, female, and Max symbols on it.

"Sometimes every three minutes! It's like having a superpower!" Whizzer replied, "Plus, all that soda I had over the years as a Soda Popper gave me super speed."

"Well, if you'll excuse us, we've got a bit of shopping to do," Ben spoke as he pushed Sam away from Whizzer while Makoto picked up Max and walked away.

"That's kinda strange. Two of the Soda Poppers are into this Eye-Bo thing," Makoto whispered before they heard Bosco scream.

"Alien squid!" Bosco cried out as he hid under his counter while Yacker flew over to the four with a note.

"Yacker, what's up?" Ben asked.

"549754523^ #$%# #$!^&^*(" Yacker replied as he gave the note to Makoto.

"'Ran into this 'Soda Popper' character. Was under hypnosis. Said that his brothers Specs and Whizzer went with him to this home for former child stars and that was the last thing they remember. Sybil, a psychotherapist, managed to help us snap him out of it. Had to knock him out and say 'Destroy the Intruder in your dreams. Wake up from your enslavement of the Intruder' or something along the lines of that. If you see one of the Soda Poppers, knock him out and try to snap them out of the hypnosis. Sonia,'" Makoto read.

"Hmm…I have an idea," Ben noted, "Sam, got any problems with public restrooms?"

"Ugh. Public restrooms. Unholy temples to all things unsanitary. I wouldn't go in there for all the tea in Tealandia," Sam replied.

"I'll do it!" Max replied as he entered the bathroom.

Nearby, Whizzer crossed his knees and put his hands over his crotch, starting to tremble as he heard the toiler flush, "Uh oh…" Whizzer saw Max walk out, "Time out for number 1!"

"Looks like you opened his floodgates," Sam noted.

"I hope he enjoys it as much as I did!" Max grinned.

"But why did ask us to do that?" Sam asked.

"This," Makoto replied as she walked over to his video carrying case and dropped the cheese into the box.

"Why'd you do that?" Max asked.

"I haven't paid for the cheese," Makoto replied with a sly squirrely smile.

"Ooh, I just can't wait to see the look on his face when he gets it!" Max grinned deviously as he rubbed his hands together.

Whizzer zipped out of the bathroom. He picked up his box, unaware of the cheese slice in it. He zipped to the exit and stopped when the alarms went off.

"What the…?" was all he got out before he was knocked out by the boxing glove, "Time out of number 1…Ugh."

"We're saved!" Bosco cheered before seeing a yellow puddle form under Whizzer, "Oh come on!"

"That's a whole lot more entertaining when it's not happening to me," Sam noted.

"It's pretty entertaining either way!" Max beamed.

"Hey, you just gonna leave him there?" Bosco asked, "I just moped this morning."

"Uuuuuuhhh…" Sam walked over to Whizzer, "Ahem. Uh…T-Take control of your mind!"

"Is it working?" Max asked.

"I don't know," Makoto replied.

"Destroy the intruder in your dreams!" Sam continued.

"Snap out of it, you big baby!" Max snapped at Whizzer.

"Wh…What's going on?" Whizzer moaned before feeling his pee on the floor, "Where…Where's the bathroom?"

"He's back!" Ben exclaimed.

"Quick! Get him to act like a chicken!"

"Not now, Max," Sam frowned, "Can you tell us where to find this 'Home for former child stars,' Whizzer?"

"The home? It's at 227…something. Specs would remember the street. He always does the navigating," Whizzer replied before he zipped into the bathroom.

"Not again, damn it!" Bosco snapped.

* * *

"So we're going to watch this film and see what's up with it?" Ben pondered as he held the Eye-Bo tape while they were walking up to the office and opened it to reveal Sonic, Sonia, Manic, and Roll sitting at the couch, watching something on TV.

"Honestly, this Specs dude is a bigger perfectionist than you are, Sis," Manic noted.

"But think about poor Whizzer. He has a terrible bladder problem and should have gone to a doctor for medical treatment," Sonia pointed out, "And being insulted like that. 'It's been Whizzed.' How sad."

"And Peepers and his voice driving his coworkers to drink…" Sonic shook his head.

"What are you all watching?" Makoto asked.

"A look behind the scenes of that Soda Jerks show," Sonia replied, "It just finished."

"I can't help but feel sorry for Peepers-san and Whizzer-san. Specs-baka kinda deserved his, though," Roll noted as Sam put the tape into the VCR.

"Okay, you four, we just got this Eye-Bo tape that Sleet has filmed. We'll move behind the TV so we can hear what's happening, but not see it just to be safe," Sam explained.

"Wait!-!-!-! We don't have any popcorn," Max pointed out.

"Sweet alligator dentures soaking in formaldehyde, that was close. Quick, before it starts! You seven, behind the TV right now," Sam ordered before he and Max ran out to the first floor kitchen area.

The four Mobians, one Human, one Beastking, and one Wisp went behind the television just as the screen turned to Sleet stranding before a red curtain.

=Greetings one and all. I am Sleet the Coyote. You may know me as Lord Robotnik's right hand henchman and you're right= Sleet greeted as Jimmy walked out of his rat hole.

"Hmm…?"

=What you're about to see will change your life forever. So watch closely…= Sleet informed before he moved to the side to let Shockwave appear on the screen and caused the light from the TV to turn a bright red.

=Now listen up! You love Lord Robotnik…You adore Lord Robotnik…You will faithfully serve Lord Robotnik…= Sleet ordered.

"I love Lord Robotnik…I adore Lord Robotnik…I want to name all my children after Lord Robotnik…" Jimmy moaned as the tape turned off while Sam and Max walked back in with popcorn.

"Sam, look!" Max gasped.

"Ocular fitness, my eye! That videotape hypnotized Jimmy Two-Teeth!" Sam declared.

"It's another one of Ro-butt-nik's schemes!" Sonic scowled as Max poked Jimmy, ending with the rat falling onto his side.

"I think I like him better this way," Max noted.

"Daddy, where the %^%* are you?" a smaller rat walked out.

"Who are you?" Makoto asked as she knelt down to the smaller rat.

"Timmy Two-Teeth," the rat replied before seeing Jimmy, "Daddy! What the %$ % happened to you?!"

"…You all heard the beeping, right?" Manic whispered, earning nods from the others.

"I've seen this before. Turrets Disease?" Roll asked.

"Uh-huh," Timmy replied.

"Don't worry, Timmy, we can cure him real quick," Manic replied, noticing that Jimmy had ended up out cold, "Destroy the intruder in your mind. Dispel the perpetual dream you're experiencing! Awaken from your hypnosis!"

"Huh? What happened?" Jimmy pondered as Timmy hugged him with a cheer.

"Aw…Why'd you do that?" Max whined.

"We've got to find this Sleet and stop him before he hypnotizes every consumer of cheap self help videos," Sam adjusted his hat with narrowed eyes.

"Can I have his fur when we're done?" Max asked.

"…Only if you keep it on a leash."

"Hooray!" Max cheered.

"But we don't know where this so-called home for former child stars is," Ben noted.

"Peepers said that Specs would be our best bet in finding it," Manic replied.

"…He has OCD, right?" Sonia recalled.

"Yeah," Max replied.

"And isn't there a picture of Sleet on your apartment, directly above that open window?" Makoto asked.

"I think I see where you're going with this. Time to get Lou," Sam noted as he picked up a bowling ball.

"Sonic, get down there and mess it up," Sonia ordered.

"Use my can of spray paint. You never know when you'll need one," Max offered.

"Thanks," Sonic nodded as he zipped out and back in, "It's done."

"Hey! Who messed it up?!" Sam and Max looked out the window to see Specs trying to correct the ruined drawing of Sleet.

"Can you believe we get paid for this?" Sam asked as Max hopped onto the windowsill.

"I love this country," Max cried a little before kicking the bowling ball off and bonked Specs on the head with it.

"You made me mess up…" the Soda Popper moaned before he collapsed out cold.

"Quick, we've got to get down there!" Sam ordered as everyone ran down the stairs and over to Specs, "Take control of your mind! Destroy the intruder in your dreams!"

"Nicely done, Sam! You're a natural!" Max smirked as Specs began to wake up.

"Wh…Where am I? Who are you?" Specs groaned.

"Freelance Police…" Sam began.

"_Police?!_ Oh no!" Specs screamed before he dashed off, into a van beside Bosco's, and drove off.

"Quick! To the DeSoto!" Sam shouted as he and Max ran over to their car.

"Can I drive?" Max asked.

"Only if you don't mind me clawing at the dash and screeching like a cheerleader," Sam replied as they began to get into the Desoto.

"Sam, is 'Pronto' a real word?" Max asked as Sam turned the key, only to get sputters in return.

"…Little Buddy, did you eat through the fuel line again?" Sam asked.

"I'm on it," Ben informed.

Max and Sam looked at each other as Ben cycled through his aliens. He picked one and the cylinder rose up from beneath its panel. He proceeded to slap down and a green flash of light occurred. It faded, revealing Ben had been replaced with an alien a few feet taller than Sam and was primarily black with green data lines on the black while the inside of his body was a solid white. On the center of his chest was the Omnitrix emblem while his head was a single green circle.

=**Upgrade**!= Ben's alien declared in a static version of his voice.

"Co~ol," Max awed.

=Hold on. Prepare for a little modification to your car= Upgrade informed.

He placed his large four-fingered hands on the front of the Desoto. Upgrade proceeded to 'melt' into the Desoto, covering it with his entire form. The Desoto became sleeker, the wheels going into it to be replaced with hi-tech thrusters. The back fins extended while panels opened up on the sides to reveal multiple laser weaponry. Upgrade's face took place of the wheel.

=Meet the Upgrade-Desoto= Upgrade chuckled as the others, minus Roll and Sonic, hopped into the back.

"After that runner!" Makoto shouted.

=Fasten your seatbelts! It's gonna be a bumpy ride!= Upgrade declared as Sonic and Roll raced off with Upgrade-Desoto following close behind.

"Hurry, Ben, he's getting away!" Max yelped as he pulled out his gun.

Sam stood up and pulled out his followed after Sam's lead as they got closer to the van. Sam fired first, hitting the lock on the vehicle. Everyone screamed as boxes of the tapes began to fall out and onto the road. Sonic and Roll swiftly dodged each one as Upgrade-Desoto flew higher into the air to go over the boxes. Sonic-having summoned his guitar-and Roll-with her sword out-got to the sides of the van and managed to take out the front tires while Sam and Max managed to shoot the back tires, forcing the vehicle to stop. Upgrade-Desoto pulled over behind the van as Roll and Sonic had their arm crossed, tapping their left feet, and glaring down at the trembling Soda Popper.

"P-p-p-please! Don't shoot!" Specs gulped as the others walked over, Ben timing out.

"Aside from the fact that we just plugged your truck, why would you think we'd shoot you?" Sam asked.

"Except for the obvious sport value, of course," Max pointed out.

"It's just…You always see cops on the news beating up some guy just because he's a former child star," Specs replied, "It happened to Peepers once."

"That was at that all-girls school involving the changing room," Sonia pointed out, "And even then, it was an accident."

"We would never dream of hurting former child stars," Makoto replied.

"We just need to find the home for former child stars you and your brothers went to."

"Oh! Why didn't you say so? It's right across the street from Bosco's Inconvenience!" Specs replied.

"Jumping elephant fleas!"

"How did we miss that?" Manic asked.

"I think we were distracted by Sam and Max's hijinks," Sonia replied.

"Um…Does anone know how to change tires?" Specs asked.

"I do. I helped my grandpa at times with changing tires on his RV," Ben replied.

"Sis and I will help you with the replacements too," Manic added.

"Why me?" Sonia asked.

"Because Roll can't go anywhere without Sonic," Manic replied.

"Split up again?" Ben offered.

"Okay!" Max grinned.

"Now I'm serious, Max, behave yourself while you're with Sonic and Ms. Sakurai," Sam informed, "That means no biting her ears."

"Aw, but she was asking for it," Max pouted.

"…He doesn't mean me, right?" Roll gulped as Yacker began to shiver as he hugged her arm.

"Don't worry. His Safety Word is 'Artichoke,'" Sam assured.

"Why'd you tell them the Safety Word?" Max whined.

* * *

"A theater?" Roll pondered as Yacker pointed at the name of the theater, getting out of the refueled Desoto.

"The Black Hole Theater," Sonic read.

"What's a black hole?" Max asked.

"It's a star that's been crushed under its own weight, destined to desolate darkness for all eternity," Sam replied before noticing the gate was locked, "Hmm…It seems they only treat those with 'Artificial Personality Disorder.'"

"That sounds kinda fake," Roll noted as Yacker nodded.

"It sounds tasty to me, what's in it?" Max asked.

"Apparently, it's common in former child stars," Sonic replied as he picked up a flyer on the gate, "Symptoms include, let's see…'Obsession with money, violent reaction to dentistry, and an unconscious desire to marry one's mother.'"

"Forsooth!" Max added.

"Do you even know what that means, Max-san?" Roll asked.

"Not a bit, Roll. But it sounds all classically literate," Max replied.

"Why not see Sybil-Hakase?" Roll asked.

"Great idea," Sam nodded as he adjusted his hat, "I'll be right back."

He quickly ran across the street and into Sybil's. After an hour, Sam walked back over as Roll was in just her jeans and bandages that bound her bosom, Sonic was with just a sock, and Max had the missing clothes.

"Max," Sam frowned.

"Hey, Sam," Max waved, "Hold on. I'm just about to beat these two."

Yacker floated over with a blanket and covered Roll with it, letting the Hedgefox place her remaining clothes into the pile. Sonic blushed as he added his last sock while Max put all the clothes he won from the two into the pile.

"Okay, show 'em. Three Aces and a pair of Kings," Max smirked.

"Shoot. Three Twos and two Threes," Sonic frowned.

"…" Roll laid down Spade Ace, Spade Jack, Spade Queen, and Spade King.

"What?!" Max exclaimed as Roll handed Sonic his shoes, socks, and gloves back while she put her clothes on under the blanket.

"Did you get anything from Sybil?" Sonic asked.

"Yep. A signed form that I have Artificial Personality Disorder. Had to lie, though," Sam replied as the van that Specs had taken drove over, dropping off Manic, Sonia, and Ben.

"See ya, Specs," Ben waved as the van drove off, "What'd we miss?"

"We're about to get into here," Sam replied, "C'mon, Little Buddy, there's Justice to be served."

"Can we get ice cream afterwards? Justice makes me hungry," Max rubbed his stomach.

Sam walked up to a scanner and held up his paper. It was scanned and a green light turned on. The doors opened and the group entered it, the Sonic Underground, Ben, Roll, and Makoto staying hidden as best they could. They entered a large empty auditorium with beds, televisions, and a cafeteria set up.

"This reminds me of that place where Aunt Trudy lives with the medicine smell and the rubber sheets and the enormous mute Indian," Max recalled.

"Sounds like a million laughs, but you remember that your Aunt Trudy was Roboticized when the first attack happened."

"Oh yeah," Max frowned as his ears went down, "Where is everybody, though?"

"Right here," Sleet's voice replied as the curtain rose up to reveal a few dozen SWATBots.

"Holy locks of Rapunzel's hair cut off to prevent her from using her healing abilities! A trap!" Sam gasped.

"Hooray!" Max cheered as he and Sam pulled their guns out…and then even more guns…and more guns following that.

The SWATBots, if they had throats, would have gulped at the weaponry they had. They proceeded to open fire, tearing through the robots as more came out to try and capture the Freelance Police. Roll covered Yacker's eye while Sonic covered Roll's eyes. Makoto hugged Ben into her bosom once more, the Beastkin trembling in fright at how much destruction those two were doing. Soon, only one remained with the 'home' missing part of the roof and a wall and Sam walked up to it, gun aimed at its forehead.

"I know what you're thinking – Did the rabbit fire six bullets or _five_? Well, to tell you the truth in all this excitement, I've kinda lost track myself," Max admitted, "But being this is a Glocken ZX-120, one of the strongest hang guns capable of tearing through solid steel, you gotta ask yourself just one question," he cocked the gun as he got into the SWATBot's face, "Are you feeling lucky? Well, are you, _punk_?"

"Ulp," the SWATBot gulped before Max pulled the trigger.

***CLICK***

Max and the SWATBot blinked. Max pulled the trigger again.

***CLICK***

"Well…This is awkward," Max noted.

"Agreed," the SWATBot nodded…until Max slammed the butt on the gun on his head and destroyed it.

"I hate it when I do such a cool thing like that and the gun turns out to be empty!" Max growled as the others came out.

"Holy cow…" Sonic gulped.

"And _this_ is why thieves are afraid of this place, dudes," Manic shuddered.

"Hey, as our ol' pal Azure used to say; 'Go big or die,'" Sam chuckled.

"He's the guy who knew how to use excessive force just right in delicate situations like this," Max chuckled before the floor glowed and turned into an aquamarine cage with Dingo's face on the ceiling.

"Well, g'day," Dingo sneered as Sleet walked out with Shockwave from behind the stage.

"Your actions were logical, yet illogical," Shockwave noted.

"You did not just say 'Logical' around me!" Max growled.

"Now, considering you destroyed the last one, Ben Tennyson, we've had to make a new Roboticizer made just for the Royal Brats _and_ their friends," Sleet informed.

Shockwave opened his left lower arm and typed something on an installed keyboard. A small vehicle, around the size of the Desoto, drove up through where the wall had been before. It opened up, revealing a Roboticizer with various attachments to it both inside and outside of it.

"Behold the first in a long line of Portable Roboticizers," Sleet introduced, "Now let's start with the rabbit."

"Lagomorph! I'm a Lagomorph!" Max snapped before two SWATBots in bulky armor cautiously approached and, after a series of struggles, curses, and other things that I would rather not like to recall, they had managed to put Max into the container.

"Oh no!" Sonia gasped.

"Oh yes! Now watch as he becomes Roboticized!" Sleet declared.

"No I won't," Max replied almost innocently.

"Yes you will! Do you think you can get out of there? Ha!" Sleet laughed.

"I'd like to answer that in two parts if I may," Max informed.

"Oh? How so?" Sleet asked.

"First; You callin' me a liar?" Max demanded, "And second…"

Max snarled as he slammed into the glass of the Roboticizer and shattered it, startling Sleet. Sam covered Roll's eyes as Makoto hugged Ben in fear, unintentionally pressing his face into her bosom.

"Should we tell him the Safety Word?" Roll asked.

"…Mmm…Nah," Sam replied before Max threw a mangled Sleet at Dingo-Cage, unintentionally causing Sleet to hit the remote and change Dingo back to normal.

"Aw craters," Dingo frowned as the Royal Triples summoned their weaponized instruments, Roll pulled her blade out as it assumed its other form when Yacker 'entered' the blade, and Makoto whipped her tonfa out.

"Okay, time to go Hero!" Ben declared as he activated his Omnitrix.

Shockwave's eye glowed brighter before he dashed past everyone and tackled Ben over.

"Ugh! What are you…?" Ben grunted as he struggled with Shockwave.

The modified SWATBots kept a finger on Ben's finger, forcing him to cycle through his aliens. Ben paled as he saw the face image of the one alien he didn't want to turn into. Shockwave forced him to select it.

"No…Not that one!" Ben gasped.

"Logic seems to point to you being afraid of this form. However, I need it for research on Project: Bruticus," Shockwave replied as he pushed it down.

_'Not Grimlock…'_ Ben thought as he closed his eyes.

Time slowed down for Ben. He could feel himself gain a few feet in height, but not Grimlock's size. More around Rath's height. He could feel more eyes forming on his body as his ears grew. The eyes on his face vanished as the green eyes opened all over his muscular pale-green/yellow body as his clothing changed into a pair of black shorts with a green belt sporting the Omnitrix emblem.

"**Eye Guy**!" the new Alien declared.

"What?" Shockwave pondered before being blasted into Sleet when an eye on Eye Guy's back fired a green laser from it.

"Oh, thank you for messing up this time, Omnitrix," Eye Guy sighed in relief at his emblem before turning towards Sleet, Dingo, and Shockwave, "You know what I see?"

"Everything?" Max asked.

"Them in so much pain," Eye Guy replied.

"…Where was this form all this time?" Max awed in joy.

"Start up the Hypnosis Beam!" Sleet yelped as more SWATBots ran in.

Shockwave's eye began to glow before Eye Guy fired another beam above him, hitting the roof and sending debris on the robot. Nearby, the Sonic Underground began to play their instruments, sending out earthquakes and laser shots. Yacker separated from the sword when Roll tapped it.

"**Spike Shooter**, Yacker-chan," Roll whispered.

"**SPIKE**," Yacker declared as his eye turned magenta.

His body glowed before turning into a magenta form seemingly formed from spikes. He entered the sword before it transformed into a hi-tech magenta rifle/sword fusion. The back was lines with small spikes pointing towards Roll while the handle was shaped like Yacker's new form. The hedgefox narrowed her eyes before she began to fire magenta energy spikes from her weapon, impaling the heads of the SWATBots.

"Chaaaarge!-!-!" Max roared as he tackled a SWATBot and began to tear it apart while Sam began to box with a SWATBot, the two having spent their ammo earlier.

"**Scatter Shot**!" Eye Guy roared as he fired lasers from multiple eyes, tearing the SWATBots apart as Makoto sent the ones that Eye Guy missed flying with her tonfa, tail, and her natural strength. Shockwave emerged from the rubble, his eye sparking.

"Retreat would be the more logical situation for this case," Shockwave noted as Dingo helped pull him out.

"Agreed, mate," Dingo nodded, "Let's get out while the going's good."

"Curse you all!" Sleet barked as the three retreated.

"Aw man…I wanted to keep on tearing up robots," Max whined as Eye Guy timed out.

* * *

"And done!" GreyMatter smirked as he handed Sam a remote.

"Nicely done," Sam noted as he pressed a button on the remote.

A robot rose up from its laying spot. It was lime-green in color with clamps for hands and rockets on its back. On its head was a machine gun.

=Maimtron 9000 operational= the robot informed =What are your orders=

"Stay out of the city limits and destroy any and all Robotnik Robots," Sam ordered.

"Unless they have our badge painted on them," Max added as he pointed a thumb at the rebuilt SWATBots GreyMatter had rebuilt with max having painted the Freelance Police symbol on them.

=Order acknowledged= Maimtron 9000 nodded before leaving with the robots, Ben changing back to normal.

"Thanks for doing this to help us protect our home," Sam shook hands with Ben.

"And thank you for not trying anything with Manic," Ben replied.

"That reminds me, where is Roll from?" Sam asked as he looked over at Roll, playing a game of checkers with Sonic.

"Up north where the Northern Freedoms Fighters live," Makoto replied.

"Really?" Sam raised a brow, "I thought the quill shape looked familiar."

"You've been up there?" Ben asked.

"Of course I did. About two years before the royal siblings were born, me, Max, and Azure went up there in an attempt to help Azure from being married off," Sam recalled.

"Big mistake there. Ol' Blue Butt ended up saving this Prower chick and got hitched," Max replied, "Aleena's pretty cool, though, so meh."

"Mom is a Prower?" Sonia gawked.

"Former. When they married, she took the royal name," Sam replied, "Let me tell you, I never believed in magic until she turned me into a carrot for a few seconds."

"Nearly ate him, too," Max pointed out.

"I still have nightmares about that, too," Sam shuddered.

"Seems that royalty has a bit of an unspoken tradition of marrying girls there," Makoto giggled.

"She isn't a Prower, is she?" Max asked.

"No, no, no. She's, well, a Sakurai. The _last_ Sakurai to be exact," Ben replied with a small frown, "Her family was wiped out by a single man by the name of 'Jin Kisaragi.'"

"Oh," Sam frowned, "Max & I can relate to her on losing our loved ones to a human. About ten years back, our entire families were captured on the first raid here by Robotnik's forces. Robotnik was attempting his first Mass Roboticizer, able to Roboticize 100 lives at once. It…We tried to get to them and we were too late. Of the 100 lives in there, only 5 survived the process, only my mother and Max's aunt being part of those 5."

"I said some things the day before it happened to my mom," Max added, looking at his feet, "I never even got to say that I was sorry and that I love her."

Makoto and Ben looked away from the others. Both of them had endured previous wars before this one, even if one war was brief. Both had seen lives lost, families ruined because of it. Soon, the group left Sin Alley, Ben, Roll, and Makoto poking out of windows and waving to Sam and Max.

"So, Roll, what did you get at Sybil's?" Makoto asked, having heard Roll had gotten a tattoo from the grateful jack of all trades.

"It…I can't show anyone until Sonikku sees it first," Roll replied with a small blush.

"Heh. Lucky you, Bro," Manic chuckled.

"Shut up, Manic…" Sonic muttered as Makoto and Sonia began to look at him with pleading eyes, "Fine, fine, fine. Ben, you good with driving?"

"Yeah. I got my driver's license a few months before I ended up here," Ben replied as he took Sonic's place at the wheel.

"So why is it that I have to be the first to see it?" Sonic asked as Roll led him into the back, closing the door to the bathroom.

"It's because of where one is."

"One? You have more than one on you?" Sonic raised a brow.

Roll nodded with a small blush. She turned around to let her back face him and took her shirt off. Sonic yelped as his face turned bright red before noticing she had black wraps on her.

"Demo…My skin's a bit sensitive to a few plastics and metals, so I can't wear Bras, so I w-wear these," Roll explained before she unwrapped her bindings.

Sonic blinked as he looked at her bare back. On it was a tattoo done in his and her colors and outline in black. It was a pair of wings that were a soft yellow with a heart between them, a star in the center of the heart. Around it in a circle were the words 'This is a symbol of my love, the wings that spread out to hold out love and dreams together.' Roll gulped before slowly turning. Sonic's eyes widened as his face turned completely red in a blush, Roll's head doing the same in blush, once she finished turning.

Near where her neck began and going to her arms was a tattoo of a pair of nine-tailed foxes, their tails connected by the tips over her heart. The fox on the left was yellow, pink, green, and black with jade eyes while the other was blue, red, white, and peach/cream with emerald eyes. Sonic noticed that two of the tails were going down into the valley between her breasts, making the hedgehog nervously gulp with a small bit of sweat forming.

_'She…Holy…'_ Sonic tried to avoid thinking about how her breasts, actually F-Cup in size now that her bindings had been removed, seemed to bounce with each breath the Hedgefox took.

"D-Do you like them?" Roll asked, trying not to look at him.

"Uh, well, I…that is…um…" Sonic took a deep breath and quickly replied before turning around, "Your tattoos are amazing and look good on you."

"Y-You think so?" Roll asked, earning a nod from him.

_'Please put your shirt back on. Please put your shirt back on. Please p…'_ Sonic thought before all thinking stopped for him when Roll had hugged him from behind, her bosom pressing against his spine.

"Thank you," Roll smiled into the back of his neck, her warm breath tickling him a bit.

Sonic shakingly nodded in response. He felt strangely cold when Roll moved away from him to put her bindings and shirt back on. It wasn't until he heard the bathroom door close did he jump into the shower and put it on full blast at the coldest setting. Outside, Roll looked up at the ceiling with a small, sad smile.

_'Haseo-chan…You would have liked Sonikku,'_ Roll thought, letting a small tear fall, _'He's so much like how Kaa-san said Tou-san was like…'_

* * *

"Ugh…Shit…!"

Two figures stood near a massive construct. From the distance, one would say it bared resemblance to a cauldron. Thirteen 'wings' appeared to be pushed into the center of the cauldron, which had the appearance of a glowing orange, cream, and off-white vortex. High above the 'cauldron' was an intricate ship anchor three times the normal size of one. Chains were ensnaring various areas of it, interconnecting with a lone coffin resembling an angel, the center of it opened up to reveal nothing within.

The first figure was favoring his left leg, the right one sporting strange silver blades with a soft cobalt lining near the opposite end of the blades' points. More were embedded in the arms, a few sides, and the right shoulder, forming ten in total with the ones in his leg. The blades had torn the figures deep scarlet/crimson jacket to shreds, the long tassels remarkably intact. The figure's left eye was a soft brown, yet the right eye was a vivid crimson. On his back was a massive sword with a black hilt, no guard, and a massive silver blade with a circle hollow part along the flat side.

The other, the owner of the blades, was a young woman, possibly around her early twenties/nineteen. Her long, off-white hair had been braided into a ponytail, the end of it sporting a heart-shaped blade with a blue inside bordered by a silver blade. Her legs, just below her thighs, were engulfed in armor shaped to resemble double-edged swords in the same design as the ones embedded in the young man. She had a perfect hip and waist measurement with a perky, rounded, toned derriere and ample low D-Cup bosom. Over her body was a skin-tight, form fitting pale cyan jumpsuit that made every curve known and left nothing to imagination except for the tone of her skin, her bosom covered in silver armor. The only clue one would have for her skin was the pale, off-peach skin tone she had on her head, the mouth and nose the only things visible while the sides of her head and eyes were covered in a sharp cobalt and soft silver visor/armor with a black line that housed a glowing red 'eye' in the middle and two horns near the top sides of the forehead, part of the visor cracked. A final thing to note was the glowing green gems embedded in the shoulder, breast, and leg armor.

_'Dammit…I'm paralyzed, _again_…!'_ the man thought in pain, coughing up a bit of blood.

"What's the matter, Ragna?" the girl asked, "You done playing hard to get?"

"Shut…yer pie…hole…" the man panted as the girl slowly floated over to him, earning a giggle fit from her.

"Hehehehe…That's all right. I'm not in the mood to beat around the bush, anyway…Let's become one, here and now…" the girl purred.

"No, don't…" Ragna gasped out before the blades dug deeper into him, "Guaaah!"

"Ahh…Yes, Ragna…" the girl panted a bit of her jumpsuit began to form a wet spot, "Give me more of that delicious energy~…I said more~~~…!"

The girl wrapped her arms around him as her leg armor removed itself to reveal that her feet were bare. With her face taut with ecstasy, the young girl's leg armor reformed into a giant version of her hair braid's blade. Her face armor shattered, revealing were bloodshot eyes had demonic eyes within, rapture filling them both, as the giant weapon thrusted into them both.

"Argh!" Ragna cried out.

"Ragna…~" the girl called out in love, her back arching in a spasm of pleasure as the spot on her grew with blood dripping down it and her legs.

Still transfixed upon the girl's blade, the two bodies slowly fell into the cauldron's maw.

"Ragna!-!-!"

Ragna could barely keep his eyes open as a figure was jumping in after them. To him, he saw a little girl in a plain white dress and long brown hair.

_'Saya…'_ Ragna thought as his eyes closed.

* * *

**Tutor Me! Azmuth! Done in BlazBlue Chibi Style**

**Starring: Azmuth, Taokaka, Carl Clover, Aya Clover (Nirvana), Bang Shishigami, and Ms. Litchi.**

** The curtain rises up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that is kept nice and tidy and organized. Standing on a table was a small alien. It has grey skin and seems a bit...frog-like in appearance. His large eyes are green with horizontal rectangle irises while he has six 'whiskers' on his face that go down like a beard and mustache. He wears a green robe with silver bands on the shoulders, waist, and neck.**

** "Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduces himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Omnitrix's alien DNA is stored within the Codon Stream along with saving a copy of it inside of the Omnitrix as well as a safety precaution. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."**

**"Um...Mr. Azmuth, I think you forgot about us again," Carl noted.  
**

**"I was getting to you five," Azmuth frowned, "Now then, these are my two students; Carl Clover and Taokaka. With me are my two assistants: Bang Shishigami on the blackboard and Ms. Litchi, who runs the video files on the subjects we're covering. And there is also Carl's...er...sister, Aya. Though to others, she has been given the nickname 'Nirvana.'"  
**

**"Now, Master Carl, my dear Disciple, are you both ready for today's lesson?" Bang asked.  
**

**"Tao is ready, meow!" Tao cheered, her ears going up and down with her tail as she punched ahead rapidly.  
**

**"Then stop that and we'll begin!" Azmuth snapped as Ms. Litchi started the reel by playing Ben's transformation into Eye Guy, "This is Eye Guy. He is an Opticloid from the planet Sightra."  
**

**"Wow! Eye Guy looks like he has a _huge_ eye doctor's bill!" Tao exclaimed.**

**"...I'm not even going to comment," Azmuth facepalmed as Bang drew a drawing of Eye Guy on the chalboard, "Opticoids are tan-colored reptilian/humanoid creatures. They have at least 17 eyes scattered across their muscular upper body. Their face consists of only a mouth and 2 bat-like ears that dominate most of their head. Their legs are slightly bulky, and they have 4 fingers and 3 toes."**

**"Why do they need all those eyes?" Carl asked.**

**"Well, Carl, it's because they require the 360 degree vision that they get along with the sensitive hearing from their large ears in order to survive on Sightra," Azmuth explained as Litchi showed a clip of Eye Guy fighting, "Each one of the 17 eyes of an Opticloid are able to release a powerful laser. This laser is generated by the body's natural electric currents channeled through the iris of their eyes. However, that is not all they are able to do."**

**"It's not?" Taokaka asked.**

**"Of ours not. Their eyes can merge together, forming new combinations of lasers based upon the number used. Lasers capable of removing the heat surrounding the impact sight, causing the target to become engulfed in ice, are made with two eyes. Three eyes will result in a heat ray of a record 1000 degrees Celcius."**

**"What would happen if all the eyes merged?" Litchi pondered.**

**"When all the eyes merge, they converge upon the center eye on the Opticloid's chest, which is normally hidden due to it being the most sensitive of the eyes," Azmuth informed as Litchi began to play Eye Guy's debut clip from Bn 10: Race Against Time, "This fused eye releases a beam rivaling that of the combined beam of two To'kustars at full strength."**

**"Meow! That must be so powerful!"**

**"It is," Azmuth nodded, "Now then...Show me your notes!"  
**

**Carl and Tao turned their notebooks in. Tao's notebook was filled with drawings of Eye Guy and her, Tao sitting on him with Eye Guy being defeated, her attempt at drawing how Opticloids would play hide and seek, and one of her and Eye Guy eating meat buns. Carl's was as usual with the notes focusing on the abilities and how they could possibly exist.  
**

**"Well, at least Tao's getting creative on her notes with that hide and seek one," Azmuth noted with a sweatdrop, "Ms. Litchi, would you like to use the kitchen for your meat buns that Tao mentioned?"  
**

**"But of course, Professor Azmuth," Lithci nodded as she left.**

**"Yay! Meat buns!" Tao cheered.**


	12. Ben Again

**Underground Omniverse  
**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series. I do own Roll Cyber Sakurai, Volt Thunderstorm Sakurai, and Jazz Blizzard Sakurai though.  
**

* * *

**Rebel 12: Ben Again**

* * *

It was a nice late-morning in a semi-small city. In that city was a Mr. Smoothy building instead of a cart. The sign for it sported a giant smoothie cup holding a smoothie cup with feet resembling green and red swirled straws. Its large bulbous nose was then blasted off as a blue and black blur zipped by, dodging more laser shots. It stopped, revealing XLR8.

"Seriously? Your name is **Eon**? Like E-yawn!" XLR8 taunted.

Standing nearby was a strange man. His pale, ashen complexion was riddled with wrinkles and black lips. He narrowed his onyx eyes behind his deep indigo helmet's magenta visor. He wore black robes with dark indigo trimming and silver armor on his lower arms-minus the hands-, shoulder armor, torso armor, and boots. He began to fire more laser shots from his gloves, XLR8 zipping all around him.

"Your juvenile taunts won't save you, Ben Tennyson," Eon informed as his hands glowed with purple energy.

"Save me from what?" Eon yelped as he was kicked in the rear before XLR8 appeared before him, "You can't hit me."

"I won't have to. _Time_ is on my side," Eon sneered as he pointed a thumb at himself.

XLR8 rushed at him. Eon swung his cape up to hide the slightly-dented RV behind him. He moved it to the side, revealing the Underground Bus in its place. Diamondhead grunted as he collided with it face first. He pulled his face out and faced Eon, the man blocking Sonia and Sonic's laser shots with a single blast from his left hand while ducking under a right hook Makoto swung that ended with her getting hit by a magic-thrown boulder Manic had sent via drums.

"What? No weird time beams or whatever? Not your usual style, **Eon**," Diamondhead noted.

"The only thing predictable about me is that I'm _unpredictable_!" Eon replied as he reaching into his robe and pulled out an indigo-colored bronze knuckle that projected a violet beam sword from it while his left lower arm's guard glowed to form a violet energy shield.

"Unpredictable, but lame," Diamondhead yawned before his left arm turned into a sword of his own body, "Now _this_ is a sword!"

With that, the two began to sword battle. Eon ducked under Makoto's tail swing before finally kicking XLR8 back. It was then the Omnitrix timed out.

"A-ha! Just what I was waiting for!" Eon sneered as he rushed out and grabbed the Omnitrix.

A green burst of energy roared out of the device before Ben was sent back into Sonic. Ben groaned as he began to get up from hitting the wall. He rubbed his head to try to calm down his aching head. Was it just him or was everything bigger?

"I don't know what that was about. But now it's my turn!" Ben declared, "Though, did everything get bigger?"

His answer was given to him when he turned to the window of a mirror shop and yelped. There was him, but he was _eleven_! His shirt was a bit bigger than he remembered, it being primarily white with the sleeves' trimming being black along with a black stripe going up to and then around his collar. He wore baggy olive-green pants with various pockets. And his Omnitrix was bulkier with a circular top to it, the center sporting the Omnitrix symbol and a green button near the direction of his body.

"This is weird," Ben noted, "I'm 16 now? And, sweet, new Omnitrix!"

"Uh, Ben? Are you okay, dude?" Manic pondered.

"Ah! Talking green hedgehog!" Ben yelped.

"What's with you?" Sonia pondered.

"I hope I can still work this thing," Ben gulped.

He pressed the green button. The center rose up and the symbol inside changed into a green diamond with a black outline of the alien inside. He cycled through them and slapping down on it. In a flash of green light, he had been replaced with a short, possibly the height of the average six-year-old human child, alien. Its skin/fur was a pure white while her had large four-fingered arms, stubby feet, and wore a black leotard with the arms cut off. He had solid green eyes and a black helmet-like attachment with the Omnitrix symbol on it.

"**Ditto**? Wow! I haven't used Ditto, since…forever!" the alien shrugged.

He jumped into the air and split into twenty of himself in a second flat. Eon cried out as he was dogpiled on by the Dittos. The Dittos began to talk amongst themselves as they began to pummel Eon until he went through the floor.

"Oh come on!" Ditto Prime groaned.

"Where'd he go?' Ditto 20 asked.

"I don't suppose we pummeled him into oblivion, did we?" Ditto 7 pondered with a smile.

"Meh. Whatever, man, at least we got rid of him," Ditto 11 noted.

"Score One for the little guy!" Ditto 9 cheered.

"Not score one for the little guy," Ditto 19 gulped as he shakingly pointed ahead, "Look!"

The other Dittos turned and gasped. There was the RV. The bottom had bits of rust on it while the roof sported multiple satellite dishes and antennae. Ditto 8 punched himself.

"OW!" all 20 cried out.

"It…It's real," Ditto Prime gasped, tears forming in their eyes.

"Ben!"

All 20 turned and nearly sobbed. Running up to them was a girl around 12 with bright orange hair neatly combed down to her shoulders with a blue hairclip, green eyes, a blue shirt of light and dark shaped that sported a cat head design on the front, and white short-pants. The other was a man in his sixties. He had grey hair, a rotund belly, white bellbottom pants, a black shirt, and a Hawaiian shirt over it.

"G…**Grandpa Max**," Ditto 3 choked back a cry.

"**Gwen**!" Ditto 16 sobbed as he hugged her before Ditto's time ran out, turning them back into one Ben, still hugging Gwen and shaking, "It…It's you. You as a kid!"

"What are you talking about? You sound weirder than usual," the girl noted.

"Eon's a dangerous opponent. A crafty one to face against," the old man pointed out before Ben hugged him.

"Grandpa…You…You're both alive," Ben whispered.

"Easy, Ben. We're alive," Max assured, "Though, you don't exactly sound like Ben right now."

"It…It's a long story," Ben replied, wiping his tears off with his right arm, "Right now, I'm glad I get to see you both again."

"Eon did something, didn't he, Ben?" Max asked, putting a hand on Ben's shoulder.

"I think he placed my eleven-year old mind in my sixteen-year old body," Ben replied, "Poor younger me…He must be freaked out."

* * *

"What do you mean his mind's regressed to his eleven-year old self?!"

"Th-th-that's what the s-s-s-scans say," Cyrus gulped as he hid behind an overturned bed with Ben, Sonic, and Manic from the livid magenta hedgehog.

"Still, this is pretty awesome. I'm a teenager now!" Ben grinned.

_"Interesting…"_ Eon's voice spoke before he appeared nearby, "A full temporal consciousness conversion. Not the effect I was going for, but it should still have the desired result."

"You're still here?" Ben frowned, "I'll fix that."

"Wait, Ben-kun," Makoto advised, "You don't know how to work it yet."

"Aw man," Ben frowned.

"Where is **_Paradox_**?!" Eon demanded.

"Para-who?" Ben pondered.

"Paradox? Isn't that the guy you said was the one that most likely saved Nun-Kaka?" Sonic asked.

"Ugh! The time-travelling busy-body who shows up whenever you make a mess of the time stream!" Eon growled as he pointed at Ben, "He's possibly more annoying than the Doctor."

"Never heard of him, dude. And I hate doctors," Ben replied.

"The Time Lord!" Eon snarled before facepalming, "Of course you wouldn't know Paradox or what a Time Lord is. You haven't met Paradox yet. He'll go to the other one."

"Oh, no you don't!" Roll and Sonic called as they tackled Eon just as he was leaving, taking them with him.

"Bro! Step Sis!" Manic gasped.

* * *

"So if you're really from the future, what's it like?" Gwen asked as Ben drank a pickle, kumquat, and chocolate smoothie before he began to choke on his drink as she asked, "What am _I_ like?"

"I…I, uh…" Ben stammered between coughs.

"Gwen, I think it's best we try not to ask about what our future selves are like," Max noted, "We can learn a bit about his future, but not too much. It may alter the time stream even more than what's happening now."

"Thanks, Grandpa," Ben recovered with a small smile at the older man.

"So what were you doing before all this?" Gwen asked.

"I was travelling with my friends. We got a lead on Sonic, Sonia, and Manic's mom when Eon showed up and flipped the place we've been travelling and living in over," Ben explained, "The three I mentioned are royal triplets who lost their throne in the first year of their birth to a dictator named Ivo Robotnik. Their father died protecting their mom as she fled with them, having to separate them into three homes to be safe. I'm part of a resistance group known as the Freedom Fighters to help liberate their home. Luckily, we have Sonic's fiancé Roll Sakurai with her Wisp partner Yacker, who turns into blades for Roll to use in battle to go with her speed, and Makoto Nanaya, a Squirrel Beastkin with super strength and dangerous tonfa strapped to her arms."

"You're involved with a civil war?" Gwen gasped, "Yeah right…"

"Has the resistance been using Guerrilla Tactics?" Max interrupted.

"Yeah. We've been blowing up Robotnik's Roboticization and Machine Factories to weaken his forces," Ben replied, "As well as outwitting his subordinates, Sleet and Dingo, in various schemes to take over another town."

"Grandpa, how can you believe him?" Gwen asked.

"It's in his eyes," Max replied, "I know that look in them all too well. You've seen opposing forces in war, killing each other without mercy. During my time as an on-the-field Plumber, I've had to take a life at times when there was no other choice."

Ben nodded, _'And it was my own hands that killed everyone.'_ "Though, you and Gwen were pretty cool before I joined the war. I miss you both a lot at times."

"No more spoilers, Ben," Max advised.

"I know. But, well, I just wanted to tell you both that," Ben replied.

"Ah, such a pure heart despite the blood on your hands, young Benjamin."

Ben's eyes widened as the three turned to see a man in his possibly late thirties approach. He wore a white lab coat and black pants, the coat sporting gold trimming. Over the lapels of the

coat was red and black shogun armor. He wore brown Victorian era military boots, bronze kneecap guards, a formal brown military shirt with gold belt, and gold Victorian-era shoulder guards. His lab coat also had various pockets sewn onto the outside and inside while around his neck was a pair of goggles with green tinted lenses. His right hand was covered in a silver gauntlet with his left hand holding a cane.

"Professor Paradox!" Ben gasped as he ran over to the gentleman, "I'm talking to the Paradox that saved Nun-Kaka, right?"

"Ah, it seems that Eon targeted you after the **Forever ****Calamity**," the man replied as he knelt down to Ben, putting his gauntlet-covered hand on Ben's shoulder, "I'm sorry, Benjamin, I'm so sorry."

"It…It's fine," Ben replied, struggling to hold back his pain, before he changed the subject, "What's with the Steampunk makeover?"

"Let's just say that I have been forced to make more forceful actions as of late involving temporal affairs. It's become open war-fare on the Space-Time Continuum, I'm afraid," Paradox replied with a small sigh as he stood up, "And it's centered around Gallifrey."

"A Time War?" Ben gulped, "If I was younger, I would have thought that would be cool."

"Uh, Ben? Do you want to introduce us to your friend here?" Max asked.

"Oh, my apologies, Maxwell, I have you at a disadvantage. Or I will have had you at a disadvantage. Time travel makes verb tenses so confusing," Paradox admitted, "I am Professor Paradox, an immortal human and friend to the Time Lords of Gallifrey, and named such for ironic reasons I will not be going into."

"The Time Lords?" Max repeated, "You mentioned a war. So, the Daleks are on the move on killing all Time Lords?"

"Indeed," Paradox replied, "Ben, a word?" Ben nodded as he and Paradox walked a few meters away from Max and Gwen, "I know you wish to try and change it, but…"

"It's one of the events that can't be altered, can it?"

"That was the only good outcome I was able to perform," Paradox sadly replied, "And even then, it was horrific. But, more important at the moment, we don't have much time so listen carefully. Eon will not stop until he has absolute power over everything, which is why he started the Time War. All timelines, all alternate realities, _everything_."

"But…You know how to stop him, right?" Ben gulped, managing to suppress his urge to punch Paradox.

"Yes and no." Ben felt his urge getting stronger, "I've managed to trap Eon in this timeline only. He can travel to the past or the future freely but he's powerless to access any alternate realities."

"That's…good?"

"Yes, but the key to his escaping this timeline is my Chrono-Navigator," Paradox explained, "And he will stop at nothing to get to it."

"Chrono-what with the who now?"

"My pocket watch, of course," Paradox replied, "Think of it as a GPS or a Time And Relative Dimensions In Space vehicle for the Multiverse. I've taken great pain to camouflage it for safekeeping. You must keep the Chrono-Navigator out of Eon's hands at all costs. Do you understand?"

Before Ben could reply, a purple light caught their eyes. Eon grunted as he was sent into the pole with the Mr. Smoothy's sign as Sonic and Roll spun in the air and landed before Ben and Paradox.

"Ben-kun?" Roll pondered as she saw Ben.

"%%H#fD!-!-!" Yacker screamed as he pointed at Ben in shock.

"Wow. You sure dress weird," Sonic noted before he tackled Paradox, Ben, and Roll down as a purple beam raced over them.

"The Chrono-Navigator! Give it to me, Time Walker!"

"You know very well that that is _never_ going to happen," Paradox replied as he stood up and assumed a fencing stance with his cane.

"Then I'll just have to take it from you!" Eon hissed as he summoned his blade.

The two charged at each other and swung their blades, entering a stalemate. Eon attempted to punch and Paradox ducked it, managing to use his gauntlet-covered fist to strike Eon in the gut. Sonic, Roll, and Ben were about to charge in when Paradox spotted them.

"No, Ben, King Sonic, Queen Roll, this is not your fight!" Paradox shouted before he cried out as his gauntlet-and hand-were sliced off, "Do what you will, Eon. You will _never_ get your hands on the device you seek."

"Time will tell," Eon replied before the two started vanishing in a purple light, leaving behind Paradox's gauntlet.

"Don't worry, you three! I'm sure you have the important matters _well in hand_!" Paradox called out as he vanished with Eon.

"Oh no," Roll whispered as she ran over and picked it up, "It…It's robotic."

"Well in hand…" Ben whispered before his eyes widened, "Of course! Roll, that's the Chrono-Navigator!"

"Time-Navigator?" Roll blinked as Yacker scratched his head.

"A Wisp," Max gasped, earning a look of recognition from Yacker.

"Max!" Yacker shouted as he began to fly around the old man happily, "Max!"

"So you're this 'Max-san' that Yacker-chan talks about so happily," Roll giggled before bowing to him, "Ware wa Sakurai Cyber Roll, Sonikku is my Anata."

"Ben, mind explaining who that was and what's going on here?" Sonic asked.

"Let's talk in the Rust Bucket. For once, I'm actually hungry for some of Grandpa's cooking," Ben replied.

* * *

"This is so cool!" Ben beamed, "What does this thing do?"

"Ben-kun, please don't touch anything," Makoto advised, pulling the 11-year old in the 16-year old body away from a computer.

"We still need to figure out where that guy took Bro and Step Sis," Manic frowned as he typed on a computer, "We've got no reports from the Eastern or Southern Freedom Fighters."

"Miyuki-sama is a bit miffed at Roll and Sonic vanishing," Sonia noted on another computer while blushing, "But she also mentions that during this time, fear would pump adrenaline and hormones into them and you do not want to know what's she saying right now."

"Yes, I do," Manic replied, earning a rock to the forehead, "Ah! Hey that was-Where did Ben go?"

"Huh?" Makoto turned to see Ben was missing, "Augh! Not again!"

**=CORE JETTISON IN TEN…NINE…EIGHT…SE…=**

"Beeeeeen!-!-!" Cyrus nearly roared as he stomped over to where Ben was sitting at a computer and turned it off just as it reached 'TWO' in the countdown.

"So…uh…Got any games on this thing?" Ben asked, laughing sheepishly at the scowling Cyrus and the frowning Makoto, her hands on her toned hips.

"Makoto, go to the kitchen with Ben and get him his usual," Cyrus ordered as he took a deep breath, "If he stays in here, I'll most likely enter a feral anger and rip his throat out."

"But I'm not sure what he likes right now," Makoto replied, "I mean, from what I'm guessing, his mind is from when he was 11. I only know him at 16."

"I do."

Everyone turned to see nothing. A whistle made them look down and blinked. The figure was GreyMatter, but he wore black and green robes with whiskers on the sides of his head and a beard of long whiskers.

"A GreyMatter?" Makoto pondered.

"Galvan! I'll have you know that I am **Azmuth**, creator of the Omnitrix," the Galvan snorted, making the four of the present's eyes widen.

"You made Ben's helpful device?" Manic asked, "Wicked."

"How did you find him?"

"By a promise I made to him years ago," Azmuth replied, "I was to come here on this day at this time when I got the signal for the Ultimatrix after he made me swear on it. Quite the persuasive boy, he is."

"Maybe you can tell us what's wrong, then. Ben says he's 11, yet we all know he's 16," Cyrus informed.

"Hmm…Seems that the Time Walker's done something brilliant once more," Azmuth sarcastically noted, "Tell me, did he come into contact with a being known as 'Eon?'"

"Yes," Sonia replied.

"Cerebral Temporal Conversion," Azmuth said.

"…What?" Makoto tilted her head.

"You mean the theory that if time travel is possible, the mind would be the only thing that went back in time, correct?" Cyrus asked.

"It's not a theory anymore," Azmuth replied, "Eon must have done something to cause it, meaning that our Ben is in the past and we have the idiot."

"Hey!"

"Then again, he's an idiot now as well."

"Hey!"

"But this one is much worse, seeing the Omnitrix more of a toy to play with than what it was truly meant to do!"

"He-well, I guess?"

"What it was truly meant to do?" Sonia blinked.

"It's meant to be an item of peace, letting proverbially walk a mile in another's 'shoes' by letting them turn into another alien," Azmuth explained.

"I guess that means I got cool enough to get this new Omnitrix then," Ben smirked.

"We're still not letting you learn how to use the alien forms until otherwise," Sonia informed, making Ben pout.

"Anyways, that wasn't me. I have no idea what you're talking about, Azmuth," Ben noted.

"Then that means the older you asked me to do this," Azmuth noted, "Knowing that I was keeping an eye on you." He proceeded to sigh in annoying, "All this time travel nonsense is giving me a headache. Now as I recall, he made ask him to take him to Galvan B, the moon where the Galvanic Mechamorphs live, with a girl named Makoto, a hedgehog named Sonia, and a 'hedgehog with sticky fingers' named 'Mechanic.'"

"Manic, actually," the green hedgehog correct.

"Very well."

* * *

"You are a timid fool, Paradox."

The skies were a mixture of red and black clashing in chaotic collisions. All over, cities were floating all over, destroyed beyond recognition of their former selves. A Mr. Smoothy sign, the left eye destroyed, was on its side, the savage path of time having done its thing on it. Nearby, Paradox was bound to a technological ring by violet energy.

"Just because _you_ never took full advantage of the Chrono-Navigator's power, doesn't mean _I_ won't," Eon continued as he approached him.

"Yes, but in anyone else's hands but mine could cause irrefutable damage to the time stream or destroy all of time causality itself," Paradox replied, "In-In any event, I couldn't give it to you even if I wish to do. Heh-heh. That's because I don't have it."

"Hmm…No, you don't, do you? You are many things, Paradox, but a liar you are not."

"Precisely. Now if you would be so kind as to loosen these shackles, I shall be on my way."

"What's the rush? We have all the time in the world," Eon replied as he walked away from Paradox.

* * *

Sonic and Roll slept soundly on the top fold-out bed in the back of the RV, Gwen sound asleep on the lower bed. Max snored at the driver's seat, the seat pulled all the way back to act as a bed. Outside, Ben held the Chrono-Navigator under an arm as he had the Omnitrix active. He had learned how to lock and unlock the aliens he had when he as 16 as a gift from Azmuth along with ten new ones for doing a good job with it. He moved it in just a way, not too many turns yet not too few turns. Soon, he had a blackened out image of the alien he wanted and slapped down.

"Big…Chill!" the lithe moth alien declared softly, "Okay, it won't be safe with me, so I need to do my best with it…I need Azmuth."

With that, Big Chill spread his wings out and flew off into space. This was his fastest form that could breath in space.

* * *

A sphere of light glowed on a black and green piece of ground before it faded, revealing Ben, Makoto, Manic, Sonia, and Azmuth in space suits. The four non-Galvan members awed as they saw various Galvanic Mechamorphs coexisting in a massive city.

"Welcome to Galvan B," Azmuth introduced, "Come. He said there was something for himself at the Helix."

"The Helix?" Sonia repeated.

"It is where the Galvanic Mechamorphs were born," Azmuth explained as the four taller members walked along the path, "It is also where my greatest mistake was conceived."

"Your greatest mistake?" Makoto repeated.

"Tell me, has our time's Ben even muttered in his sleep?"

"Yeah," Manic replied, "I sleep right under him so I hear the dude perfectly clear. He…He keeps crying and mumbling apologies; that he should've been stronger, that he failed to protect."

Ben looked at Manic in confusion. He never said anything in his sleep. Azmuth sighed.

"I was afraid of this. I was curious as to why Ben is only 16 still when he should be 27," Azmuth sighed, making them stare at him in shock.

"It's been that long?" Sonia pondered.

"I'm an adult? Awesome!" Ben whooped.

"You're only 16 physically and 11 mentally," Azmuth snorted, "Now be good and I'll get you a smoothie."

"A smoothie?! Yuck!" Ben shuddered.

"Oh, yes. I forgot that you hated smoothies until you turned fourteen," Azmuth recalled, "After that, you would normally hang out there with your cousin Gwen and Kevin Levin."

"Kevin _Eleven_?!" Ben gawked, "No way! Now I know this is some freaky alternate messed up universe!"

"The young Osmosian-Human changed thanks to the time spent with you and Gwen. He became a good guy. In fact, good enough that your cousin began dating him."

"What?! Ugh! That is sick!" Ben shouted in disgust, "That's even more gross than smoothies!"

They entered a massive helix-shaped construct after that. They went down an elevator to a mile below the ground, entering a massive black and green data-themed chamber. In the center was a pyramid with a green and red helix on the top.

"This is the Helix," Azmuth informed, "This is where the Galvanic Mechamorphs were born."

"But why did we have to come here?" Makoto asked.

"I don't know, Ben never told me!" Azmuth replied.

"Hey! A Sumo Slammers sticker!" Ben beamed, noticing a sticker of a sumo on a wall nearby near a hole smaller than Azmuth, "That's my favorite one, too!"

"Etched right into the wall. What could do that?" Makoto pondered as she knelt down as well.

"Hmm…It seems he designed this hole for a creature smaller than a Galvan," Azmuth noted.

"Do you think our Ben left this as a clue?" Sonia pondered.

"Possibly. Override Code, vocal user: Azmuth."

**=OMNITRIX UNLOCKED – WELCOME AZMUTH=**

"Huh?" Ben looked at his Omnitrix to see it turn on.

Azmuth hopped onto Ben's arm and cycled through the aliens before selecting one. In a flash of light, Ben had been replaced with an alien just barely smaller than the hole. He was made out of an organic metal of sorts in grey coloring with green items infused into it with a single green eye on its head and green data insect wings.

"Ah. Nanomech," Azmuth noted, "Quite a clever boy, Ben."

"Oh, wow. A brand new alien!" Nanomech beamed, "Ugh! My voice is so squeaky!"

Manic fell over, laughing.

* * *

"You have me believe the Chrono-Navigator was with young Tennyson. So what did you have then, that you don't have now?" Eon pondered before seeing the missing hand, slowly forming back, "Clever. _Very_ clever."

"Nothing gets by you, does it?" Paradox asked.

"Now that I know the answer, I will return to the moment I severed your hand and…"

"With two time travelers already there?" Paradox interrupted, raising a brow, "Plus Ben's condition along with King Sonic and Queen Roll? You are well aware that the fabric of space-time is stretched dangerously thin at that particular moment? If you go back there now, you could cause a **Rupture**, and when a Rupture occurs, **Ameterasu** will find the source and delete it."

Eon's pale skin turned paler at that. He had completely forgot about Amaterasu and how much power it held.

"Hmm…That is true. But there is another way."

* * *

"Rrrgh…!" Nanomech grunted as he pushed out a yellowed roll of paper.

"There was a scroll in the hole?" Sonia pondered.

"Heh-heh. Sis is a poet and doesn't even know it," Manic joked, earning an elbow to the waist by said sister.

"Why would Ben leave a scroll?" Sonia pondered as she opened it, "Random numbers and the words 'Spidermonkey' and 'Primus?'"

"Primus?" Azmuth pondered as he hopped onto her shoulder, "Ah ha! These are co-ordinates on Primus and, if I'm reading this correctly, the alien he used!"

"So it's a scavenger hunt?" Makoto pondered.

"An intergalactic one at that," Azmuth replied.

"Mou…I really wish that Mai-chan was here. She could kiss the scroll and tell us what he did with whatever Ben-kun hid," Makoto pouted.

"Well, since she isn't here and we don't know who she is, we'll have to go through with this," Sonia sighed, "It could also help us find Sonic and Roll."

"Sonic and Roll? You mean Roll Sakurai, correct?" Azmuth asked.

"You…know them?" Makoto asked.

"Know them? Heh. I'm their kids' godfather," Azmuth replied with a smirk, causing the group, except for the confused Ben, to gawk, "They're living on Primus, taking care of Eunice."

Azmuth snapped his left hand's fingers. The group glowed before they vanished.

* * *

Spidermonkey swung through the trees, chattering as he dodged large, wolf-sized mosquito robots. He jumped onto one and flew all the way up to near a steep Cliffside near a green slime waterfall pouring from a volcano. He slid a piece of paper into place and covered the hole. Spidermonkey opened up the hole and pulled it out. He nodded to Azmuth and the robot mosquito flew down to the others. Spidermonkey opened it up and Azmuth looked at the scroll.

"Once we stop by to visit my goddaughter and godson, we're heading for another planet," Azmuth informed.

Sonia and Manic gulped. Azmuth had told them that Sonic and Roll had been brought to Azmuth almost 17 years back, who managed to hit off with the Galvan and ended up making him the godfather of any children they had. The group walked through the jungle around the mountain before coming upon a farm-like area. Azmuth explained that the water surrounding the farm was constantly refreshed and renewed from multiple resources that didn't go near the green slime or, as Azmuth informed them, the **Codon Stream** where all of Ben's Alien DNA was.

Manic walked a bit before his foot stepped on a near-invisible wire. Inside the house on the other side of the farm, a set of three bells rang and a pair of scarlet eyes and a pair of cyan eyes opened. As they began to near the home, a yellow blur and a blue blur slammed into them and knocked them away. Azmuth, who had been on Ben's shoulder, had managed to jump at the last second and onto the ground. He whistled and the blurs stopped, revealing they were a Mobian hedgehog and a Mobian Hedgefox.

The first blur was the hedgehog, his quills a brilliant gold, his fur a golden peach, and his eyes a stunning scarlet. He wore an inversed pair of Sonic's shoes, black gloves, and black socks. Lightning sparks on his hands as he beamed while looking down.

The second figure was the Hedgefox, her fur and quills and gentle shade of blue with her muzzle a gentle ivory and her eyes a cold cyan. Sonia noticed that aside from the shoulder length hair and different coloring, she looked exactly like Roll in appearance. The Hedgefox wore a pair of hip-hugging jeans, a tight tee that pushed up her bosom with its built-in bra, and black fingerless gloves. Makoto saw small vapors of ice every time the Hedgefox breathed softly.

"Konnichiwa, Azmuth-Oji-san," the Hedgefox greeted.

"Yo, gramps," the hedgehog winked.

"Jazz, Volt," Azmuth nodded before turning to the others, "Sonia, Manic, I wish to introduce to you Volt Thunderstorm Sakurai and Jazz Blizzard Sakurai, the fraternal twin children of Sonic and Roll."

"Eh?!" the two gasped.

"What's going on out there?" a voice pondered.

"Mou…Too early," a second voice muttered.

Sonic and Roll emerged from the house next, slightly taller and a bit more filled out in her breasts, derriere, and hips for Roll's case. The hedgehog wore a red plaid shirt that was torn at the bottom, where the sleeves had been, and the front to remove the buttons. Roll wore a pink and black plain-looking sundress with a large sunhat.

"Bro?!" Manic gawked.

"Took you long enough," the blue hedgehog joked, earning a giggle from the Hedgefox.

* * *

"So you ended up with our Ben in the past," Makoto noted.

"Yeah. He was gone for a whole month after we came to the past," Sonic explained, "Pain in the bum since we had to hide for a whole month. And no Chili-Dogs! I had to eat Max's cooking!"

"You had Grandpa's cooking? Dude, I feel your pain," Ben nodded.

"How did…When did…?" Sonia tried to ask as she looked out at Jazz and Volt collecting fruits and vegetables.

"Well, what did you expect us to do for almost 17 years?" Sonic asked as he pulled Roll into his lap, "Especially when I had a beautiful angel with me?"

"Oh you," Roll giggled with a blush.

"You kiss and I am going to scream," Ben warned, causing the two to laugh.

"So why didn't you try to interfere with Robotnik's takeover?" Sonia asked.

"Then what reason would we have in getting Ben and Makoto? What reason would I have to end up with Roll?" Sonic asked, "Time travel is very complex. Slightest changes in the past can result in events unthinkable."

* * *

A green slime raced through a pipe system. Eventually, the slime ended up in a five human-sized chamber. The slime formed into a humanoid shape with solid green eyes and a tiny UFO over its head. He pressed a finger on a wall and the wall steamed, the slime acting as a powerful acid to write something. The slime slithered out of a bathroom stall on an alien carnival planet, the inside of it sporting a bit of the piping with the location and alien name written on it.

"Good job, **Goop**," Makoto beamed.

* * *

Ghostfreak emerged inside a red nuclear chamber with a shard of Diamondhead crystal. He etched out the location on a wall. The door to a nuclear chamber on a planet of nuclear-powered sentient robotic humanoid wolves slid open and a large figure made of a dark-green and gray metal stepped out, the 'face' being four red vents, the Omnitrix symbol on the torso, and a handle on the top of the head. He held up the chunk with the location and name of the alien on it to the others. Jazz swung her hands and a wave of icy wind hit the alien, cooling down his body armor.

"Arigatou, **NRG**-san," Jazz bowed.

* * *

Volt held a shovel in his hand as he sat on the back of a large orange-furred, eyeless alien with black lips and a dog-like appearance. The alien had a green collar and black and silver shoulder guards, the Omnitrix symbol on the collar. Gill-like slits on the sides of the alien's neck flared before the alien grinned and made an 'X' on the ground of the cave they were in. The two went to digging. They walked out, covered in dirt, and holding a fossilized bone showing the location and alien name.

"Nice job, **Wildmutt**," Volt beamed.

* * *

"Are you sure this is the correct location?" Sonic pondered as they appeared in Azmuth's lab.

"Eeyup, Pops," Volt replied.

"How did he hide the next location in my lab?" Azmuth pondered.

"It's crazy that we ended up here," Manic noted.

"It's brilliant! No one would ever think to look for something where the treasure hunt begins!" Ben grinned.

"Oh, you're brilliant, Ben-kun!" Makoto cheered as she hugged him, earning a blush from the 11-year old in the 16-year old's body.

"Well, when you put it that way, it _does_ seem ingenious," Sonia noted.

"It said we needed to use Big Chill," Sonia noted as she looked at the bone.

"Who?" Ben pondered as Azmuth set the Omnitrix and activated it, turning into the Necrofriggian, "This guy?"

Big Chill went intangible and slid through the ground. He floated back out and changed back into Ben, holding Paradox's gauntlet.

"I didn't find any numbers, but I did find this near arm," Ben grinned.

"The Chrono-Navigator!" Sonic and Roll gasped.

_"And now it's finally mine,"_ Eon's voice echoed before a time portal appeared, letting Eon walk out from behind Ben and swiped the gauntlet from him.

"Hey!" Ben barked.

"And thanks to you, it is now…_Mine_!" Eon declared before he began to cackle as the Chrono-Navigator began to glow, "It is amazing. All the time lines, every alternate reality…I can see them all and they're all mine!"

"Eon, I am so gonna clean your clock," Ben scowled before slapping his Omnitrix, "Rath!-!-! Huh? Lemme tell ya somethin', new Omnitrix; Rath didn't want Rath! Rath wanted Way Big!"

Eon raised the Chrono-Navigator into the air and the entire upper half of Azmuth's lab turned to dust, revealing the dark skies above. Purple lightning raced out of the gauntlet and opened up time vortexes. They deposited multiple duplicates of figures in the same jumpsuit Eon wore with helmets that hid their faces. They pulled out purple energy katanas as Yacker floated around Sonic.

"I've got 'em," Sonic informed, "Yacker, Laser."

** "LASER!"** Yacker declared as he turned into his cyan form.

Sonic jumped into the air. Yacker spun around Sonic before they did a high-five. Yacker entered Sonic and he curled up into a ball. Cyan data swirled around the hedgehog before he rocketed off as a cyan laser, bouncing off the minions of Eon and vaporizing them. He landed on the opposite side of the room, Yacker emerging from him.

"Done and done," Sonic smirked.

"Sugei, Tou-chan, sugei!" Jazz cheered.

"Oh, but there's more where that came from," Eon replied as he held the gauntlet into the air once more, summoning more minions.

The minions charged at the group. Rath roared as he tackled one and threw it into three more. Nearby, the royal triplets summoned their instruments and began to play, firing a volley of lasers with Roll using her Laser Rapier.

"**Lightning Blitz**!" Volt roared as he sent a barrage of plane-shaped bolts of lightning at the minions.

"**Winter Wave**!" Jazz called as she swept her arms, releasing a wave of ice that froze the minions.

"The holes in time! They're not closing!" Roll gasped.

All around them, purple 'scars' began to form. One opened up, revealing Gwen berating Young (16) Ben about leaving for a month without telling anyone, Sonic, Roll, and Max nearby.

"Gwen Tennyson?!" Rath exclaimed as he paused in punching a minion.

"Ben?" Gwen pondered, stopping her berating.

"Aw man! So this means I couldn't stop Eon from getting the gauntlet?!" Young (16) Ben groaned as another 'scar' opened to reveal Paradox.

"Careful, children! Crossing over the time warp can have disastrous consequences!"

"What is this, Time Walker?!" Eon demanded as more 'scars' appeared, "You tricked me!"

"On the contrary, I _warned_ you! Stop this now or all existence will be destroyed or, if we're that unlucky, Ameterasu will come and get us all, incurring the **Continuum Shift**!" Paradox called out.

"No! If I cannot _rule_ the cosmos, then I will be the one to _destroy_ it!" Eon declared as he used the Chrono-Navigator once more.

Young (16) Ben quickly used the Omnitrix. His form glowed before turning into a plant-made alien. It had four vines for legs, four-fingered hands, a Venus Fly Trap for shoulders, and pods on its back. Its back had a single green eye and a leaf-shaped spike on the top.

"Then it's time for **Wildvine** to take it back!" the alien declared.

His front 'legs' went into the ground before shooting out into longer tentacles. They raced for Eon, only to break apart near the 'scar'. Eon fired shots through the 'scar' and they went through. Wildvine yelped as he barely avoided the shots.

"Lemme tell ta somethin', Eon; Leave Rath's younger, older self alone!" Rath roared before he performed a tackle that sent Eon into the 'scar,' causing the man to cry out and be trapped between both times.

"Gwen-chan! You need to free Paradox-Hakase!" Adult Roll called.

"Eh?" Roll blinked with Gwen, "It's an older me!"

"B…But how? I don't know any freeing spells," Gwen gulped.

"I made sure to find out," Adult Roll winked, "It's called 'Combibo Potentia.' It's an energy-siphoning spell that can be used to unbind a target from their shackles. I was able to learn a bit about magic, enough to use this spell since it requires two users. Ok?"

Gwen gulped but nodded, "If you say so."

"Let's do it!" Adult Roll nodded as the two girls stood together on their sides of the 'scar' and looked at Paradox's 'scar.'

"**Combibo Potentia**!" both cried out.

A pair of magenta magic sealed appeared above them before they shot pink lasers that slammed into Paradox's prison, freeing him from his shackles.

"We did it!" Gwen cheered.

Past Wildvine and Wildvine with two extra pods on his back, Venus Fly Traps on his wrists, and six vine legs were working together to try and get the Chrono-Navigator. Eon roared as he sent out a shockwave of chrono energy that slammed into the two Wildvine and sent them backwards, cancelling their transformations.

"Professor Paradox, we're open to suggestions here!" Sonic called.

"You must combine the four Magical Amulets that are currently here with **Clockwork**'s power to anchor Eon into your respective timelines!" Paradox explained.

"I am so glad I unlocked all my aliens from five years from now," Young (16) Ben sighed in relief.

"Who's Clockwork?" Ben (11) asked.

"Omnitrix, Unlock Master Control. Verbal override code: Azmuth. Chronosapien DNA access," Azmuth shouted.

In a flash of light, both Bens had transformed. Both were egg-shaped in their bodies with the top half of the 'egg' cut off for a pound cake-shaped head. Both had a green circle on their stomachs with the Omnitrix symbol in the center. However, Young Clockwork had a rounder head with a child-like green face and a white and black jumpsuit while Clockwork had a more sharper head with a neutral green face. Both sported key-shaped headdresses. The two stood together on opposite sides of the 'scar' and fired a green pulse beam from their bodies with two blue shots shooting from the two Sonics' Medallions, a magenta beam from Sonia's, and a green beam from Manic's. Upon impact, Eon grunted as his eyes turned green. He cried out in agony before a massive burst of light flashed. Ben slowly lowered his arms, revealing everyone was in the Underground Bus with Roll and Sonic back to their normal ages.

"It worked!" Ben cheered as Paradox's gauntlet turned into a gold pocket watch, letting his newly regenerated limb pick it up.

"Without Eon anchoring them, all the separate eras of time are snapping back into place," Paradox explained.

"Which means in a few seconds, none of us will have happened and we won't remember a thing," Ben guessed.

"Somewhat. Sonic and Roll had a completely separate timeline for them. That separate time will be more of a dream for them, letting them gain those bonds quicker," Paradox explained before chuckling, "You're really getting quite good at this, Master Tennyson. Pity you won't be able to recall anything. Nor will Azmuth know you are here until later."

"I…I see," Ben nodded.

"However, I also advise you to tell them about what happened before you awoke on Mobius, about what happened to them all," Paradox informed.

"What?!" Ben exclaimed before blinking, Paradox missing from their group of six, "Is it just me, or is this trip to find that clue on the Queen actually feel longer than it is?"

"I'm almost wishing that something exciting would happen by now," Sonic noted.

"Yeah, well, something's bound to happen sooner or later," Ben shrugged, "It always does with me, so just give it some time."

A green vortex opened up near them. From it emerged a man in his late forties, yet was physically fit and around his twenties in appearance. He wore a white shirt with green designs in the places where Young Ben's black had been. He sported a belt with various artillery pockets and a buckle sporting a '10K' on it, brown pants, green wristbands with dual Omnitrix on them, and a beard/mustache combo.

"Ben, where's Paradox? The Chronospaiens have gone rogue and the Daleks have awakened The Nevermore King. And if that wasn't bad enough, the Cybermen are now invading!" the man declared before groaning and sighing, "This Time War is getting out of hand…"

"Time War?" Ben repeated.

"Wh-Who are you?" Makoto gawked.

"Ben 10,000, Makoto," the man replied.

"Awesome!" Ben beamed.

* * *

**Tutor Me! Azmuth! Done in BlazBlue Chibi Style**

**Starring: Azmuth, Taokaka, Carl Clover, Aya Clover (Nirvana), Bang Shishigami, and Ms. Litchi.**

** The curtain rises up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that is kept nice and tidy and organized. Standing on a table was a small alien. It has grey skin and seems a bit...frog-like in appearance. His large eyes are green with horizontal rectangle irises while he has six 'whiskers' on his face that go down like a beard and mustache. He wears a green robe with silver bands on the shoulders, waist, and neck.**

** "Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduces himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Omnitrix's alien DNA is stored within the Codon Stream along with saving a copy of it inside of the Omnitrix as well as a safety precaution. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."**

**"Um...Mr. Azmuth, I think you forgot about us again," Carl noted.  
**

**"I was getting to you five," Azmuth frowned, "Now then, these are my two students; Carl Clover and Taokaka. With me are my two assistants: Bang Shishigami on the blackboard and Ms. Litchi, who runs the video files on the subjects we're covering. And there is also Carl's...er...sister, Aya. Though to others, she has been given the nickname 'Nirvana.'"  
**

**"Now, Master Carl, my dear Disciple, are you both ready for today's lesson?" Bang asked.  
**

**"Tao is ready, meow!" Tao cheered, her ears going up and down with her tail as she punched ahead rapidly.  
**

**"Then stop that and we'll begin! But, actually, we have all the time in the world with this Alien." Azmuth chuckled as Ms. Litchi started the reel by playing Ben's transformation into Clockwork, "This is Clockwork. He is a Chronosapien from today, yestrday, and ever single second of existence."  
**

**"Huh?" Tao pondered.**

**"Chronosapiens are without a currently-known homeworld. We know it exists because of Chronosapiens mentioning it at times," Azmuth explained, "They are a race of sentient technological organic machines, primarily more machine than organic."**

**Bang drew a Chronosapien as Azmuth continued with, "Chronosapiens are made of a brass-like metal and have a translucent window in their torso which displays their innards, which appear to be various gears. They have a round, short head with a semi-circular appendage on top. When moving, Chronosapiens produce gear-like sounds."**

**"Like Sis at times in the morning?" Carl asked before ducking a ruler aimed at his forehead, "Ah! S-Sorry, Sis."**

**"..." Nirvana floated back into her seat.**

**"Well said," Azmuth nodded to Nirvana before she raised her hand, "Ah, yes? Well, we're not sure how they're able to reproduce. When two are together, the pause time and then when it's resumed, there's a child Chronosapien with them."**

**"What are they able to do?" Litchi asked before playing a clip of Ben using Clockwork.**

**"Chronosapiens are able to produce time-rays that age their targets into dust. Chronosapiens are capable of time-travel, and can display events that have happened in the past by rotating the appendage on their heads, which produces a light. This light covers the area and displays all objects and movements in the past as holographic images," Azmuth explained, "However, with all this power, there are drawbacks. They're fragile and easily able to be damaged. Their metallic bodies can be broken by sufficient force, and they can fall into a powered-down state in which the light in their torso as well as on their face goes off and they cease moving. They are very slow."**

**"Why can't they just slow time to appear fast, meow?" Taokaka asked.**

**"They can't use their powers while moving," Azmuth replied, "Now then...Show me your notes!"  
**

**Carl and Tao turned their notebooks in. Tao's notebook was filled with drawings of Clockwork and her, Tao sitting on him, fast asleep on its head, the Kaka Kittens drawing on one, and one holding Nun-Kaka in his arms with little scribbles Azmuth managed to make out were the words 'Did one save Mommy?' below it. Carl's was as usual with the notes focusing on the abilities and how they could possibly exist. He also noted a little side-note that Nirvana had written on how to try and stop making those noises in the mornings.  
**

**"Well, they're good," Azmuth noted, "Ms. Litchi, would you like to use the kitchen for your meat buns that Tao mentioned? Also, might I ask you about something while you and I go into the kitchen alone?"  
**

**"But of course, Professor Azmuth," Lithci nodded as she left with Azmuth.**

**"Yay! Meat buns!" Tao cheered.**


	13. Rebellion

**Underground Omniverse  
**

**Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series. I do own Roll Cyber Sakurai though. Jake, J, Jacky, and Haseo are owned by Seanzilla115 while Alpha the Hedgehog is owned by Kamen Keyblade Duelist.  
**

* * *

**Rebel 13: Rebellion  
**

* * *

In all the universe…the only power beyond the mind's comprehension…is the power to comprehend the power of the mind. If any of us could unlock this terrible power, would we use it to explore the mysteries of the infinite? Or would we use it…to destroy?

A lone figure gazed upon the night skies in a field of withered grass. The figure was a Mobian Hedgefox and appeared to be around 12. His fur was primarily a rich shade of soft midnight-black while his muzzle, tips of his two tails, chest fur, and tips of his ears were a stunning white, almost akin to freshly fallen snow. His left tail twitched, the entire tail being an inverse of colors to his other tail. He kept his soft ice-blue eyes on the sky.

_'Who am I?'_ He pondered as he looked at a medallion on his neck, shaped to resemble half of a lyre, _'Where do I come from? Am I…alone?'_ a glint amongst the semi-polluted night sky caught his attention, _'A shooting star?'_ He saw the glint grow larger, making him pale, _'It's heading this way…!'_

The hedgefox screamed as he barely dashed off at three-fourths Sonic's speed. The shooting star slammed into the ground where he had been, creating a large mushroom cloud. Slowly, the hedgefox peeked out from behind the boulder he had hid behind, gulping as he approached the blast sight. The smoke of the explosion slowly dissipated, revealing a crater with Ragna in it, 'out cold.'

"A...A h-h-h-human…!" the Mobian squeaked before running off, shouting quietly, "Alpha-Aniki! Jacky-Aniki!"

A few kilometers away, a small shack with a semi-exposed wall being covered in an oversized blanket rested. Inside, a green hedgehog with sapphire eyes was giving a dark glare at a laughing raccoon with three white strands of fur sticking out and back on his head. The hedgehog wore a tattered blue vest with various patches on it. The raccoon wore a torn t-shirt with tattered jean shorts.

"Oh come on! It's hilarious and perfect for blending into the place!" the raccoon laughed.

"Shut the hell up, Jacky," the hedgehog scowled before Haseo dashed into the room, blabbering quickly, "Are you okay, Haseo?"

"It's…It's a…" Haseo mumbled the rest.

"Sorry, I didn't hear you," the raccoon noted, "Speak up!"

"It's a …n."

"Louder, Mumbles!" the raccoon barked, earning just a squeaky whimper as a reply.

"Shut up, Jacky," the hedgehog frowned before patting Haseo's shoulder, "Calm down, kiddo. Take a few deep breaths and whisper it into my ear, okay?"

Haseo nodded. He took a few deep breaths before leaning up to the hedgehog's ear and whispered into it. The hedgehog's eyes widened in shock.

"What the hell?" he turned to Haseo, "Is it true?"

"H-Hai, Alpha-Aniki."

"What? What?!" Jacky frowned.

* * *

"A _human_?! What the hell, man?!" Jacky snapped at Haseo as he pointed at the out cold Ragna, Alpha tending to the injuries he sported, "And you! What the hell are you doing?! He's a _human_! A monster!"

"And not tending to him would make us bigger monsters," Alpha replied, _'Shit…He's lost a ton of blood. But, even if there's a chance, I'll make sure he knows that someone tried to help him.'_

"He looks really bad," Haseo gulped.

"Yeah. I can feel almost all of his ribs are broken, he's got multiple cut and stab wounds and…" Alpha didn't want to mention the large sword wound going through almost the entire middle of his gut, "Whoever did this wanted him dead."

"Then do it!" Jacky snapped.

"Jacky, we're Freedom Fighters, not killers. We only eliminate factories and robots," Alpha scowled.

Jacky scowled before noticing something near the white-haired human. He slid down into the crater and ran over to it. He brushed the dirt off it and his eyes turned into dollar signs. It was the blade Ragna had been holding on his back.

"Cha-Ching!" the raccoon declared.

"Okay. I think I've managed to do what I could," Alpha wiped his brow before hearing Jacky grunt, "What now?"

"Help me with this thing," Jacky grunted, trying to pick up the sword.

"What the hell are you thinking?!" Alpha snapped.

"Just hurry! This isn't light, you know!" Jacky grunted.

Alpha just sighed when he saw Haseo run over and try to help him, the two barely able to lift it up by a foot. The green hedgehog just sighed before walking over. He knew it would be wrong to do it, but he'd have to convince his friend at home just in case this guy wasn't good. Alpha grabbed a side and lifted, his eyes widening at how heavy it was.

* * *

_Ragna frowned as he walked along a dilapidated ruinous area. His master said he had to go down here and do it by himself, but just why did he have to do it in the first place? A cold wind blew by and he shuddered. He wished he had a damn jacket, too. He heard a groan and turned to see a girl nearby. She kinda looked to be his age with long blue hair. He noticed she was quite…er…_developed_…in her figure, the military academy uniform stretched dangerously around her bosom. He recognized the uniform because of all those lessons he had been given by his master on the military uniforms._

_ "Oww…Where…?" the girl pondered as she looked around._

_ "Hey, you hurt?" Ragna asked, causing him to cover his mouth, _'Shit! Why did I ask that?!'

_"Who…!?" the girl stood and turned to him, tensing up for a fight._

_ "Whoa there! You…" Ragna walked up to her, "…don't look hurt or anything. You okay? A woman out here all alone is dangerous, you know. What did you come here for?"_

_ "…I…I was in the upper levels, but then the ground collapsed and I ended up here," the girl replied, "Wh…What about you?"_

_ "I have some business I gotta take care of down here. I'm lookin' for something a little important here._

_ "Looking for something…You…You wouldn't happen to be also looking for the **Azure Grimoire**, would you?"_

_ Ragna tensed inside of his mind as he narrowed his eyes dangerously at her, "…You're after the Azure?"_

_ "It's possible that there's something that resembles the Azure's presence around here, but it's not the real Azure Grimoire."_

_ "…Probably," Ragna nodded._

_ "Even so…if there's even a little chance of it, then I want to take the risk!" she turned to him, "Won't you take me to where the Azure could be reacting? Please!"_

_ "…"_ 'Maybe I can screw her head a bit…'_ "If it actually is the Azure Grimoire…What are you planning on doing when you find it? That's not something you can handle."_

_ "It's because…I want to save my friends." Ragna's eyes widened at that, "Everyone came to this dangerous place for me. Because of me, they may be up against something really bad. The Me right now doesn't have any power…But if the Azure Grimoire is really here, then I may be able to save them! That's why…!"_

_ "…" Ragna turned from her, "Guess there's no helping it. Come with me." He turned to smirk at her, "In any case, I've also got a place here I'm looking to find. There's no way I could leave a woman alone in a place like this without losing sleep."_

_ "Th…Thank you so much!"_

_ "So who are you?"_

_ "Mai Natsume."_

_ "…The name's Ragna. No last name, though."_

_ "You kinda have an edge to you…and your clothes kinda have bits of a blood color to parts of them…" Mai noted._

_ "Well then, how about calling me **Ragna the BloodEdge**?"_

_ "Kinda creepy, but cool."_

_ "Heh. I think I'll enjoy searching this place with you, Mai."_

Slowly, Ragna began to open his eyes, hissing in pain as he began to feel his wounds. He cursed inside of his head, recalling that he had been fighting a damn copy of his sister…of Saya…and he had just been stabbed through the gut.

_'So just why the hell do I feel _less_ pain than I should?'_ Ragna thought before noticing the bandages, _'…Did someone tend to my wounds? Well then, I should find them and…'_ it was then he noticed an indent of his sword nearby with feet around it that were going off in the distance, "…rip them to shreds for stealing my goddamn sword!"

* * *

"Why did I have to agree to do this, dammit?!" Alpha groaned as he and Jacky were inside the shack, the sword on the ground beside their ruined table.

"Because we'll be filthy rich," Jacky grinned.

"Look, Jacky, you're letting your greed get the better of you; we can't just sell the sword," Alpha groaned.

"Why not? We'd be set for life if we could sell this thing to someone," Jacky argued as he pointed at the sword.

"Does this have anything to do with it belonging to a _human_?" Alpha frowned as Jacky glared at him, "Even if he was, stealing is wrong regardless. 'Sides, he knows more about this blade than us; if this were in the wrong hands, we're _dead_! Do you want ol' Ro-butt-nik to get this thing?!"

Jacky held up a pointer finger and opened his mouth. He closed it and frowned, his pointing finger curling down. He had tried to snap back, but only came up with nothing as he realized Alpha was right. But…since he didn't want to admit it…

"So? With the money we'll get with that sword, we can buy one of those holo-thingies so Robotnik or any of his stinkers can't find us."

"There you go again. While that does sound good, you can't tell when those things'll malfunction," Alpha groaned as he leaned back in his seat.

"So? We could just buy a few spare ones in case the first one breaks."

"Is it always money with you, you greedy no-neck jerk?" Alpha frowned.

"…You want to start something, you booger rat?" Jacky scowled.

Haseo sighed as he looked up at the sky outside of the base, the stars still brightly shining down despite the smog in the air. Say what you will about the night, but he felt calm during them. Haseo sighed before he gazed up at the semi-revealed full moon.

"Huh? What's that?" Haseo pondered as he narrowed his eyes at the sky before squeaking in fear.

There, in the distance and getting closer, were three SWATBots. The middle one, also the tallest, was painted red and black with a scarlet horn on the center of the head and two red optics. The one of the left had goggles with orange-tinted lenses for eyes and was painted white, yellow, and orange. The one of the right was blue, white, and yellow with a blue-tinted visor. All three sported wings on their backs, lower arms, and lower legs.

"R-r-r-r-r-r-r-Robotnik!" Haseo squeaked before running into to see Jacky end up tackling Alpha into a fight cloud.

"Reckless Raccoon!"

"Stupid Booger-Green Rat!"

"Urusei! You dyed my quills, dammit!"

"Minna, we've got bigger problems right now," Haseo softly shouted before a laser destroyed the roof.

"Oh shit," both paled as Haseo trembled.

Three robots landed. Each one appeared to be a SWATBot, but they were all sleeker with jet wings on their backs, lower arms, and lower legs (the smaller wings acting as stabilizers). The middle SWATBot was painted black and silver. It was the tallest of the three with two red optics, red designs on the armor, null ray blasters mounted on the sides of its lower arms' stabilizers, claws on the ends of its servos, and a single red horn on its forehead that curved upward to be more devil-like.

The two at its sides seemed to be more akin to fraternal twins. Both were painted white and yellow, but the left SWATBot was painted a vivid orange and brown while the other was painted a stunning lightning blue. The orange and brown robot had an old-time pilots hat on its head with orange-tinted goggles over its optics. The blue robot had a more streamlined helmet-shaped head with a blue-tinted visor for optics.

"Well, well, well. What have we here? Freedom Fighters," the tallest smirked as Jacky fainted, soiling himself.

"**Commander Starscream**, we have been founding the strange energy source," the orange SWATBot informed as he pointed at the sword.

"Excellent, **Jetfire**," Starscream nodded before grabbing Haseo by the throat and shoved him into a large sack held by the blue robot along with a struggling Alpha and the fainted Jacky.

"No, no, no, no, no! Not with the pisser!" Alpha struggled before Starscream shoved them in, "Oh gross!"

Starscream just ignored his complaints. He proceeded to grasp the handle and attempted to lift it up.

"Great Frags that's heavy! Jetfire, **Jetstorm**, carry it."

"As you are to be commanding!" the two saluted as Jetstorm gave Starscream the sack.

"We'll have to walk back to base due to the weight of the blade," Starscream noted to himself as the 'twins' grunted as they lifted up the sword.

"It is to being very heavy," Jetfire noted.

"Brother, I am to be agreeing with you on this."

"Shut up and follow me to the base!" Starscream snapped as they left.

It was an hour later before Ragna got to the shack. He sniffed the air, smelling the scent of something being burned. He entered the place, seeing a table that had been demolished by something heavy. His nose wrinkled at the scent of urine still in the air mixed with fumes from a plane. He closed his eyes. He could feel his sword had been there. He opened his eyes and looked at an ident of his blade on the ground with a set of strange feet around it. The feet seemed to be heading another way, down a road. Ragna began to run down the path, following the faint energy of his sword and the footprints.

* * *

A pair of raccoon Mobians were within a hanging metal cage. All around them were empty cages, some with bits of blood still staining them. The raccoon that was sitting down, a tongue hung out as he was making invisible drawings on the floor, was tall and possibly reached Ben's shoulders in height. He had a pair of orange eyes with one pointing up and the other pointing down. He wore a baggy green jacket with various pockets and a red polo shirt. The other raccoon, who was muttering to himself as he paced, wore a simple black sock hat and had maroon eyes.

"D'oh…I cannot believe this is our unfortunate fate, **Jake**," the pacing one bemoaned, "Any minute now, our cruel and heartless captors shall return and we will be turned into mindless drones manufactured to serve that monstrous dictator of a doctor, Robotnik. And to make matters worse…" he swung his arms out to the filth in their cage, "…our captors have carelessly thrown us into this detestably filth-ridden cage! I mean, it's simply filthy!" he sighed as he shook his head, "If only I had my cleaning supplies or even my label maker. I haven't been able to sleep completely in a fortnight!"

"Don't worry, **J**," Jake began as he pulled out a piece of moldy piece of cheese from a pocket on his dirtied jacket, "My lucky cheese, Barry, will keep our hopes up!"

"…Jake…please put that away…" J begged, covering his nose.

"…Okay. If you give me your hat," Jake replied.

"…Jake, how many times have we gone over this? I'm not going to lend you my hat. Plus, as I also explained, my hat does not stink," J sighed.

"Oh yes it does," Jake argued with his arms crossed.

"..." J's eye twitched, both unaware that Starscream and the other SWATBots had returned.

"Ugh! My servos are going to be needing repairs soon," Jetstorm noted as he and Jetfire managed to put BloodEdge against a wall…before the bit of the wall the blade rested on began to crumple.

"…Is it being to me, or did metal sword get heavier?" Jetfire asked.

"I am to believing it is not just you, Brother," Jetstorm replied.

"Quiet, you two!" Starscream snapped as he tossed Haseo and Jacky into a nearby cage, "And let me finish taking care of the new subject."

With that, he pulled out Alpha. The hedgehog struggled to get out of his grip, but Starscream just casually tossed him into a pod-shaped device with a clear top. The top closed down, locking into place. Alpha began to scream bloody murder inside the container for Starscream to release him, only for everyone else to hear nothing.

"Hey! Let us out of here, you giant walking tin can!" Jacky growled from the cage as Haseo shuddered behind him in fear.

"Now, now, we wouldn't want you to spend all your oxygen and pass out before the operation began, now would we?" Starscream smirked, his optics glowing with menace, as J looked out from the hanging cage he and Jake were in to see what was going on.

"Excuse me! I wish to file a formal complaint about the quality standards for available cages!" J called.

"Huh?" Jacky blinked as he looked up, "J?"

"Jacky?" J pondered, "Jake, look!"

"Jacky!" Jake called as he poked his head out, "Hello! Where were you, you little dickens?"

"Hey, I had a SWATBot chasing me after I lost you guys!" Jacky snapped, "By the way…What the heck are you guys doing up there?!"

"I was getting a headache from them," Starscream replied, "The foul-smelling one thought he was a woodpecker except with metal and the one with a sock on his head wouldn't stop labeling things so I had to confiscate that slaggin label maker!"

"We were trying to find you, however Jake fell for a trap and I got caught trying to pull Jake away from the plate of waffles used for said trap," J explained with a sigh.

"The Waffle Fairy left them there, Jacky!"

"…Idiot," Jacky facepalmed before glaring at Starscream, "Now you better let me and the others out of here right now! Don't make me sic Jake on you, ya walkin' trash heap!"

"Oh? And what can you do?" Starscream sneered before shooting near Jacky's feet, making him yelp and fall on his bum, "I am part of an elite group of SWATBots that were allowed personalities in order to better the reign of our glorious leader Robotnik. Jetfire, Jetstorm, come. Shockwave has requested that we search for more captives in the small chance that these five fail to meet the needed...expectations."

With that the three robots left. Five minutes after they had left, Ragna began to approach the factory. An alarm went off for three seconds before one of the speakers turned on.

=You there, Human! Halt! The area up ahead is restricted by order of Lord Robotnik. Come any closer and you'll be considered an intruder, and dealt with immediately=

Ragna ignored them and continued on. Inside, a black SWATBot with blue detailing was holding a radio transmitter.

"Did you not hear me! I said stop!-! Is this thing broken already?!" the SWATBot growled before looking at the screen where Ragna was walking towards the base, "Oh well…Can't be helped, I guess. He _did_ ignore the warning given. Turning on defense barrier."

Outside, the factory was engulfed in an orange and white sparking barrier. Ragna merely raised his right arm into the air, the palm shown to the sky.

* * *

A nearby wall slid up on one spot, revealing a hidden hallway. Soft metal steps echoed from it, getting the attention of the prisoners. With a matter of moments, Shockwave emerged with his hands held behind his back. Inside the capsule, Alpha gulped.

"I'm screwed," the green hedgehog noted.

"That will depend on which experiment I have for you, Test Subject 12432134," Shockwave replied as he saw Jake hitting his cage's floor with his face, "Do not bother in your attempts to escape. I have reinforced the cells for all Roboticization Factories to withstand the force of even the mighty Grimlock."

"Grimlock?" J pondered.

"It is an irrelevant subject for now," Shockwave replied as he looked over them all with his red optic, "This is a good day for you all."

"Why? Is it Free Gravy Day?" Jake asked hopefully, drooling a bit.

"…Subject 12432133 is deemed as 'lacking in mental capabilities' and will be slated for experimental intelligence modification," Shockwave noted to himself.

"What?" Jake pondered.

"Now it is time to initiate the experiments," Shockwave noted as he held his left arm out in front of his torso, a holographic screen appearing on it, "Ah. It seems that you have been selected as part of Project: GR, Subject 12432134."

"Project: GR?" Alpha pondered.

"**Project: Generator Rex** is something I have been working on since my creation by Creator Robotnik," Shockwave explained, "So far, _none_ of the test subjects have succeeded, resulting in either their premature demise, a horrific mutation into a mindless beast, or complete Roboticization."

"What?!" Alpha and J gasped as Shockwave began to type something on a control panel beside the capsule.

"What you are standing in is the Roboticizer Generator, a Roboticizer I have been developing for this project alone," Shockwave explained before he grasped a lever and pulled it down, causing the inside of the capsule to start glowing, "Now let us begin."

Alpha grunted. He proceeded to start screaming in pain inside the capsule.

"What are you doing to him?!" Jacky demanded as Haseo was starting to shiver.

"Wh-wh-wh-what are you going to do to him?" Haseo gulped before nearly wetting himself as Shockwave walked over, his optic gazing down at him.

"I am injecting him with miniaturized Roboticizers, rebuilt for the purpose of rebuilding his body from the inside alone, leaving the outer form intact," Shockwave explained.

"What?" Jake pondered.

"I have been examining your words, Subject 12432133, and made correlations with various materials you have read."

"What?"

"He's been looking at your comics, Jake," J replied.

"And I became fascinated by the one that involved a mere child capable of manipulating a near-infinite amount of microscopic robotics in order form various weaponry," Shockwave noted, "That is why I am attempting to recreate that ability, but for Robians minions."

"But that's insane!" J argued, "To bring forth something from make-believe on that scale would be absurd!"

"More akin to a logical process," Shockwave replied, "As of now, I am connected to the Roboticizer Generator. The current progress is at 1 percent, meaning the injection has finished loading into him. I have been able to recreate the **Alpha Nanite** from that series."

"The Nanite that has the power to evolve on its own and create more little Nanites?" Jake gasped.

"Indeed. However, I have slid a program into the Alpha Nanite to Roboticize just the inside of the Mobian. However, it tends to overload at around 20 percent, resulting in death, mutation, or Total Roboticization," Shockwave informed, "A Robian would never be logical in being accepted so easily by the rebellion, but a Mobian with only the internal organs Roboticized would be the perfect spy for our operations."

"You sick bastard!" Alpha screamed.

"Please try not to strain yourself before we begin your first field test," Shockwave informed as the bar rose up to 18 percent.

A wall exploded nearby. Everyone turned to the opposite wall, seeing a semi-destroyed SWATBot embedded into it. They turned to the hole as Ragna stepped out with a dangerous glare.

"I'll only ask this once; who the fuck took my sword?" Ragna demanded, his glare promising only one thing; death.

"Meep," Haseo squeaked in fear behind Jacky.

"…" Jacky pointed at Shockwave, "He did it."

"Buddy, you just made my list!" Ragna snapped.

"Hm? And what list, pray tell, is that?" Shockwave asked.

"The 'I'm Killing This Asshole' List!" Ragna replied as he walked over to his sword.

With that, he grasped it in a reverse grip and easily lifted it up. He spun it around his head before assuming a fighting stance with it. Shockwave's optic glowed as he pulled out a blaster.

**RAGNA=THE=BLOODEDGE VS SHOCKWAVE=1.0**

**Stage: Shockwave's Lab V1 – _Nothing is worth not sacrificing for advancement_**

**Theme: Rebellion II**

"I will enjoy examining your abilities," Shockwave noted as he held up his free hand and flexed its servos.

"Cut the crap, bastard!" Ragna snapped as he spun his sword at least once.

**THE WHEEL OF FATE IS TURNING – REBEL 5 – ACTION!**

With that, Shockwave began to open fire on Ragna. Dark and scarlet energy seemed to form on Ragna's body before it went up onto his blade.

"**Dead Spike**!" Ragna roared.

He swung his blade in a rising vertical swing. The energy flared and turned into a massive demonic wolf's head, easily taking the shots for Ragna. The 'beast' roared before dispersing, letting Ragna rush at Shockwave, his right fist engulfed in the energy.

"**Hell's Fang**!"

The energy took on a claw shape. Shockwave barely dodged the punch. Ragna's attack collided with the Roboticizer Generator panel, just as it reached 21 percent, and caused a small explosion. Shockwave open fired at the smoke while Ragna shot out of the other side, carrying an unconscious Alpha, his shoes and jacket a brilliant gold.

"Let us out! Let us out!" Jacky shouted as Ragna skidded to a halt beside their cage before yelping as he ducked the swing of Ragna's blade that tore through the bars.

"Those guys up there are on their own until I finish fighting this guy," Ragna replied as he pointed at the cage before blocking more laser shots with his sword, "You son of a bitch!" For a brief instant, a strange white seal appeared behind Ragna, "**Carnage**…" He blurred before Shockwave was sent into the air, a jagged curve 'blade' of the energy on the ground, as Ragna held his blade up, "…**Scissors**!"

With that, Ragna swung down, creating another 'blade' of the energy in the air. The 'scissors' then collided as Jacky pulled out a stick of lit dynamite and threw it into the air to destroy part of the cage J and Jake were in.

**DISTORTION FINISH!**

Shockwave fell to the ground, his left arm completely destroyed. Ragna snorted as he put BloodEdge on his back. He picked up Alpha as Jake jumped down, holding J on his back. Shockwave began to go into stasis, but was able to take a few digital photos and send them to be printed with his optic.

* * *

"Wh…Why did you help us?" J pondered as he stayed on Jake's back.

"For one, that ass took my sword. And the other reason, I bet when he wakes up, he'll be pissed off," Ragna smirked before frowning, "Now mind telling me just what the hell that was before I showed up? And what the hell happened to all of you Beastkin? Too much Seithr?"

"Seithr?" Haseo pondered, staying behind Jacky.

"It's the shit that's making everyone stay up in mountainous regions," Ragna replied before stopping, "Hold on, I haven't felt a lot of Seithr, just only the bit that's on my stuff…" he frowned as he put his right hand to his chin, "I remember falling into the Cauldron with that crazy bitch and then nothing…Son of a bitch! Did I time travel?! Ugh! You!" he pointed at Jake, "What year is it and where are we?"

"…What?" Jake innocently asked.

"My apologies about him. He's quite simple-minded, but he is my brother along with Jacky's," J replied, "I am J, right now we're near Oak River or, rather, what is left of it since Robotnik's assault on the small town."

"Robotnik?"

"You seriously haven't heard about the ass?" Jacky demanded.

"No. The only asses I know are my brother, **Haku-Man**, the damn rabbit," Ragna growled in annoyance at the last name.

"So you seriously haven't heard about Robotnik?" Jacky pondered.

"He is pure evil!" Jake shouted.

"Oh, really now? Did he ever take away your sister while she was ill, try to kill you always, cut off your right arm, kill the nun you saw as your mother, and burn down your home with you still inside of it?" Ragna asked.

"Um, well, no. But he's been polluting the lands, the seas, and the skies," J informed, "For almost two decades, he has been capturing everyone and turning them from flesh and blood to metal and oil."

"…What?" Ragna blinked.

"I'll explain as we head for Sanctuary," J sighed.

* * *

Makoto yawned as she walked out of the girls' room of the bus. She stretched a little, her small black tee with an acorn on the front being stretched by the combined stretching of her body and her rather large bosom. Due to its size, it exposed her navel while her lower half was covered by a pair of black pajama pants with a hole in it to let her tail be out. She finished and walked outside to see a pigeon on the broken fence they had parked near/Manic crashed into when he had been given the wheel for exactly one point two-two-two-nine seconds. The pigeon cooed before coughing.

"Sorry 'bout that. Ate a bug while I was flying here," the pigeon informed before pulling out some small scrolls, "Our informant inside Robotnik's base has managed to obtain information on a new bounty."

"Uh, thanks?" Makoto blinked slowly, still not used to knowing that some animals were capable of intelligent thought and speech, "What's so important on this bounty?"

"It's worth is that of a small island nation," the pigeon replied as he opened the scroll and unfolded it until it was twice his size.

Makoto gasped in shock…and fear. The white hair…the duel-colored eyes…the red jacket and zanbatou. The bounty was large, roughly 90,000,000,000 Platinum Rings (In terms of Rings, a normal Ring is worth 1 Ring, Gold Rings are worth 10 Rings, and Platinum Rings are worth 20 Rings). But she knew that it was something that was needed for this one. She stumbled back in (after giving the pigeon a bag of bird seeds), earning the attention of the others as they were waking up.

"What's wrong?" Roll asked, seeing the Squirrel Beastkin was pale and trembling.

"Ragna the BloodEdge…is h-here…" Makoto whispered, a cold chill going up her spine.

* * *

**Tutor Me! Azmuth! Done in BlazBlue Chibi Style**

**Starring: Azmuth, Taokaka, Carl Clover, Aya Clover (Nirvana), Bang Shishigami, and Ms. Litchi.**

** The curtain rises up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that is kept nice and tidy and organized. Standing on a table was a small alien. It has grey skin and seems a bit...frog-like in appearance. His large eyes are green with horizontal rectangle irises while he has six 'whiskers' on his face that go down like a beard and mustache. He wears a green robe with silver bands on the shoulders, waist, and neck.**

** "Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduces himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Omnitrix's alien DNA is stored within the Codon Stream along with saving a copy of it inside of the Omnitrix as well as a safety precaution. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."**

**"Um...Mr. Azmuth, I think you forgot about us again," Carl noted.  
**

**"I was getting to you five," Azmuth frowned, "Now then, these are my two students; Carl Clover and Taokaka. With me are my two assistants: Bang Shishigami on the blackboard and Ms. Litchi, who runs the video files on the subjects we're covering. And there is also Carl's...er...sister, Aya. Though to others, she has been given the nickname 'Nirvana.'"  
**

**"Now, Master Carl, my dear Disciple, are you both ready for today's lesson?" Bang asked.  
**

**"Tao is ready, meow!" Tao cheered, her ears going up and down with her tail as she punched ahead rapidly.  
**

**"Then stop that and we'll begin! However, we're not doing an Alien today." Azmuth informed.  
**

**"We're not?" Carl asked.**

**"Not at all. Today, we're studying..." Azmuth pressed a button on his table and the board behind him showed Ragna fighting, "Ragna the BloodEdge."**

**"Ragna the BloodEdge!" Carl gasped.**

**"It's Good Guy!"  
**

**"Huh? Good Guy?" Carl repeated.**

**"I see you all recognize this young man," Azmuth noted.**

**"He is a wanted criminal with a bounty of 90,000,000,000 Platinum Dollars in Kagutsuchi," Litchi informed.**

**"He has destroyed multiple NOL bases all over our world," Bang added.**

**"Tao thought that was the evil 'Rawrgna,'" Tao pointed out.**

**"..." Carl opened his mouth before Nirvana put a hand on his shoulder, "Sis?"  
**

**"..."**

**"...But, Sis, w..."**

**"..."**

**"...Okay. I won't tell her."**

**"Smart move, Nirvana. Ragna the BloodEdge is a friend to the Kaka Clan because he'll come down and feed the members down there and even helped fight off Arakune once when it targeted Taokaka."**

**"Suiggly!" Tao hissed as Azmuth showed Ragna's fight against Arakune that time.**

**"..." Litchi looked at the floor with a depressed look.**

**"His right arm is the legendary Azure Grimoire, an Ars Armagus with untold power."**

**"What?!" Tao exclaimed as Azmuth played a clip of Ragna using the Azure Grimoire's power.**

**"By releasing its restriction code, Ragna unleashes the full power of the Azure. However, it's actually a fake."**

**"A...A fake?!" Litchi and Carl gasped.**

**"Yes. It is a pseudo Cauldron, meant to smelt souls in order to create the true Azure Grimoire's power. Even the Black Beast was a pseudo-Azure Grimoire that had gained sentience," Azmuth explained, causing a shudder to escape from all but Tao.**

**"Tao doesn't understand."**

**"That's okay, Taokaka," Azmuth chuckled, "Now then, Ragna has the ability to use the opponent's own 'soul' to heal his wounds, hence why his power is known as 'Soul Eater.' He normally channels this power through the Azure Grimoire, his feet, or his sword known as 'BloodEdge.'"**

**"His sword is named 'BloodEdge?'" Carl pondered.**

**"Indeed. And his strongest attack, the Astral Heat, is the 'Black Onslaught,' which is where Ragna strikes the opponent, transforms his sword into a massive scythe, unleashes 15 slashes on the opponent before turning his arm holding the blade into a 'demon' wing to absorb almost all of the opponent's 'soul,' before finally stabbing the opponent with his blade," Azmuth explained.**

**"Tao's been on the end of that a few times!" Tao noted, "But then again, Tao and Good Guy are tied in spars right neow!"**

**"Ah, to be so innocent," Azmuth chuckled, almost jealous about how Tao could see so much good in Ragna, "Well then, I'd like to see your notes."**

Carl and Tao turned their notebooks in. Tao's notebook was filled with drawings of her and Ragna, enjoying a meal together, fighting, and playing with the Kaka Kittens. Carl's notes seemed different than usual. They were more on how to eliminate Ragna and theories on how the Azure Grimoire he had was fake and if it could be used to give 'Ada' her true body back.

"You both have good notes today," Azmuth noted, "Though, I am concerned on your notes, Carl. They're not as well as they normally are."

"Oh! Um..." Carl gulped.

"It's fine. It's fine. This was probably a sensitive subject for you, so just make sure you do your best next time," Azmuth waved him off.


End file.
